TENNECO INC - Quarter Report: 2022 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-12387

TENNECO INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

7450 N McCormick Blvd, Skokie, Illinois

(Address of principal executive offices)

76-0515284

(I.R.S. Employer

Identification No.)

60076

(Zip Code)

Registrant’s telephone number, including area code: (847) 482-5000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Voting Common Stock, par value $0.01 per share	TEN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

The number of shares of Class A Voting Common Stock, par value $0.01 per share: 83,492,328 shares outstanding as of October 26, 2022.

TABLE OF CONTENTS


		Page
Part I — Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	6
	Condensed Consolidated Statements of Income (Loss)	6
	Condensed Consolidated Statements of Comprehensive Income (Loss)	7
	Condensed Consolidated Balance Sheets	8
	Condensed Consolidated Statements of Cash Flows	9
	Condensed Consolidated Statements of Changes in Shareholders’ Equity	10
	Notes to Condensed Consolidated Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 4.	Controls and Procedures	60

Part II — Other Information
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63
Item 3.	Defaults Upon Senior Securities	*
Item 4.	Mine Safety Disclosures	*
Item 5.	Other Information	*
Item 6.	Exhibits	64


*			No response to this item is included herein for the reason that it is inapplicable or the answer to such item is negative.

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning, among other things, our prospects and business strategies. These forward-looking statements are included in various sections of this report. The words “may,” “will,” “believe,” “should,” “could,” “plan,” “expect,” “anticipate,” “estimate,” and similar expressions (and variations thereof), identify these forward-looking statements. Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, these expectations may not prove to be correct. Because these forward-looking statements are also subject to risks and uncertainties, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements include, without limitation:

•general economic, business, market and social conditions, including the effects of the COVID-19 pandemic and the impact of inflationary pressures on materials, energy, labor and other costs of doing business;

•our ability (or inability) to successfully execute cost reduction, performance improvement and other plans, including our plans in response to the COVID-19 pandemic and our previously announced accelerated performance improvement plan (“Accelerate”), and to realize the anticipated benefits from these plans;

•supply chain disruptions, including constraints on steel and semiconductors and resulting increases in costs, impacting our company, our customers or the automotive industry;

•disasters, local and global public health emergencies or other catastrophic events, such as fires, earthquakes and flooding, pandemics or epidemics (including the COVID-19 pandemic), where we or our customers do business and any resultant disruptions in the supply or production of goods or services to us or by us in demand by our customers or in the operation of our system, disaster recovery capabilities or business continuity capabilities;

•changes in capital availability or costs, including increases in our cost of borrowing (i.e., interest rate increases or fluctuations), the amount of our debt, our ability to access capital markets at favorable rates, and the credit ratings of our debt and our financial flexibility to respond to the COVID-19 pandemic and general macroeconomic conditions;

•our ability to comply with the covenants contained in the agreements governing our indebtedness and otherwise have sufficient liquidity, including through the COVID-19 pandemic and uncertain macroeconomic conditions;

•our working capital requirements;

•our ability to source and procure needed materials, components and other products, and services (including the services of employees) in accordance with customer demand and at competitive prices;

•the cost and outcome of existing and any future claims, legal proceedings or investigations, including, but not limited to, any of the foregoing arising in connection with product performance, product safety or intellectual property rights;

•changes in consumer demand for our original equipment (“OE”) products or aftermarket products, prices and our ability to have our products included on top selling vehicles, including any shifts in consumer preferences away from historically higher margin products for our customers and us, to other lower margin vehicles, for which we may or may not have supply arrangements;

•the continued evolution of the automotive industry towards car and ride sharing, and autonomous vehicles;

•the announced plans, in an effort to reduce greenhouse gas emissions, of governments and vehicle manufactures to limit production of diesel and gasoline powered vehicles in various national and local jurisdictions globally;

•the cyclical nature of the global vehicle industry, including the performance of the global aftermarket sector and the impact of vehicle parts’ longer product lives;

•changes in automotive and commercial vehicle manufacturers’ production rates and their actual and forecasted requirements for our products, due to difficult economic conditions and/or regulatory or legal changes affecting internal combustion engines and/or aftermarket products;

•acts of war (including the current conflict between Russia and Ukraine) and/or terrorism, as well as actions taken or to be taken by the United States and other governments as a result of further acts or threats of terrorism, and the impact of these acts on economic, financial and social conditions in the countries where we operate;

•reduced availability and increases in the costs of raw materials, commodities (including energy) or components, including our ability to successfully reduce the impact of any such cost increases through materials substitutions, cost reduction initiatives, customer recovery, and other methods;

•new technologies that reduce the demand for certain of our products or otherwise render them obsolete;

•our dependence on certain large customers, including the loss of any of our large OE manufacturer customers (on whom we depend for substantial portion of our revenues), or the loss of market shares by these customers if we are unable to achieve increased sales to other OE-customers or any change in customer demand due to delays in the adoption or enforcement of worldwide emissions regulations;

•our ability to introduce new products and technologies that satisfy customers’ needs in a timely fashion;

•the overall highly competitive nature of the automotive and commercial vehicle parts industries, and any resultant inability to realize the sales represented by our awarded book of business (which is based on anticipated pricing and volumes over the life of the applicable program);

•the impact of consolidation among vehicle parts suppliers and customers on our ability to compete in the highly competitive automotive and commercial vehicle supplier industry;

•risks inherent in operating a multi-national company, including economic conditions, such as currency exchange and inflation rates, political conditions in the countries where we operate or sell our products, adverse changes in trade agreements, tariffs, immigration policies, political stability or instability, tax and other laws, and potential disruptions of production and supply;

•increasing competition from lower cost, private-label products;

•damage to the reputation of one or more of our leading brands;

•the impact of improvements in automotive parts on aftermarket demand for some of our products;

•industry-wide strikes, work stoppages, labor shortages, labor disruptions at our facilities or any labor or other economic disruptions at any of our significant customers or suppliers or any of our customers’ other suppliers, including increased costs associated with strikes or labor or other economic disruptions;

•developments relating to our intellectual property, including our ability to adapt to changes in technology and the availability and effectiveness of legal protection for our innovations and brands;

•costs related to product warranties and other customer satisfaction actions;

•the failure, breach of, or potential disruption to, our information technology systems, including cyber attacks, such as ransomware or similar intrusions, cyber incidents, or misappropriation, exposure or corruption of sensitive information stored on such systems and the interruption to our business that such failure, breach or disruption may cause;

•changes in distribution channels or competitive conditions in the markets and countries where we operate;

•customer acceptance of new products;

•our ability to successfully integrate, and benefit from, any acquisitions we complete;

•our ability to effectively manage our joint ventures and other third-party relationships;

•the potential impairment in the carrying value of our long-lived assets, goodwill, and other intangible assets or the inability to fully realize our deferred tax assets;

•the negative impact of fuel price volatility on transportation and logistics costs, raw material costs, discretionary purchases of vehicles or aftermarket products and demand for off-highway equipment;

•changes by the Financial Accounting Standards Board (“FASB”) or the Securities and Exchange Commission (“SEC”) of generally accepted accounting principles or other authoritative guidance;

•changes in accounting estimates and assumptions, including changes based on additional information;

•any changes by the International Organization for Standardization (“ISO”) or other such committees in their certification protocols for processes and products, which may have the effect of delaying or hindering our ability to bring new products to market;

•the impact of the extensive, increasing, and changing laws and regulations to which we are subject, including environmental laws and regulations, which may result in our incurrence of environmental liabilities in excess of the amount reserved or increased costs or loss of revenues relating to products subject to changing regulation;

•potential volatility in our effective tax rate;

•pension obligations and other postretirement benefits;

•our hedging activities to address commodity price fluctuations; and

•the timing and occurrence (or non-occurrence) of other transactions, events and circumstances which may be beyond our control.

In addition, this report includes forward-looking statements regarding the Agreement and Plan of Merger (the “Merger Agreement”) that the Company entered into with Pegasus Holdings III, LLC (the “Parent”) and Pegasus Merger Co. (the “Merger Sub”) on February 22, 2022. Pursuant to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Tenneco (the “Merger”) with Tenneco continuing as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements include (without limitation and in addition to the risks set forth above):

•the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to satisfy conditions to the consummation of the Merger;

•the risk that the Merger disrupts our current plans and operations or diverts management’s attention from its ongoing business;

•the effect of the announcement of the Merger on our ability to retain and hire key personnel and maintain relationships with our customers, suppliers and others with whom we do business;

•the effect of the announcement of the Merger on our operating results and business generally;

•the amount of costs, fees and expenses related to the Merger;

•the risk that our stock price may decline significantly if the Merger is not consummated;

•the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against Tenneco and others; and

•other risks to consummation of the proposed Merger, including the risk that the proposed Merger will not be consummated within the expected time period or at all.

The risks included here are not exhaustive. Refer to “Part II, Item 1A — Risk Factors” herein and “Part I, Item 1A — Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021 for further discussion regarding our exposure to risks. Additionally, new risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor to assess the effect such risk factors might have on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Unless otherwise indicated in this report, the forward-looking statements in this report are made as of the date of this report, and, except as required by law, the Company does not undertake any obligation, and disclaims any obligation, to publicly disclose revisions or updates to any forward-looking statements.

PART I – FINANCIAL INFORMATION

ITEM 1.CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited)

(in millions, except per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenues
Net sales and operating revenues	$	4,931	$	4,332	$	14,245	$	13,646

Costs and expenses
Cost of sales (exclusive of depreciation and amortization)	4,388		3,776		12,663		11,810
Selling, general, and administrative	219		240		728		764
Depreciation and amortization	140		147		429		447
Engineering, research, and development	71		71		220		216
Restructuring charges, net and asset impairments	3		(4)		45		48

	4,821		4,230		14,085		13,285
Other income (expense)
Non-service pension and postretirement benefit (costs) credits	3		4		9		10
Equity in earnings (losses) of nonconsolidated affiliates, net of tax	3		10		25		47
Gain (loss) on extinguishment of debt	—		—		—		8
Other income (expense), net	13		9		27		30
	19		23		61		95
Earnings (loss) before interest expense, income taxes, and noncontrolling interests	129		125		221		456
Interest expense	(90)		(66)		(232)		(205)
Earnings (loss) before income taxes and noncontrolling interests	39		59		(11)		251
Income tax (expense) benefit	(67)		(34)		(140)		(122)
Net income (loss)	(28)		25		(151)		129
Less: Net income (loss) attributable to noncontrolling interests	16		10		52		59
Net income (loss) attributable to Tenneco Inc.	$	(44)	$	15	$	(203)	$	70
Earnings (loss) per share
Basic earnings (loss) per share:
Earnings (loss) per share	$	(0.53)	$	0.17	$	(2.44)	$	0.85
Weighted average shares outstanding	83.7		82.3		83.5		82.2
Diluted earnings (loss) per share:
Earnings (loss) per share	$	(0.53)	$	0.17	$	(2.44)	$	0.83
Weighted average shares outstanding	83.7		84.1		83.5		83.5

See accompanying notes to the condensed consolidated financial statements.

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(in millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net income (loss)	$	(28)	$	25	$	(151)	$	129
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(238)		(79)		(448)		(69)
Defined benefit plans	—		3		—		9
Cash flow hedges	(4)		(1)		(14)		(4)
Other comprehensive income (loss), net of tax	(242)		(77)		(462)		(64)
Comprehensive income (loss)	(270)		(52)		(613)		65
Less: Comprehensive income (loss) attributable to noncontrolling interests	(9)		5		2		52
Comprehensive income (loss) attributable to common shareholders	$	(261)	$	(57)	$	(615)	$	13

See accompanying notes to the condensed consolidated financial statements.

TENNECO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except shares)


	September 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	415	$	859
Restricted cash	8		6
Receivables:
Customer notes and accounts, net	2,702		2,308
Other	117		111
Inventories	1,948		1,846
Prepayments and other current assets	553		683
Total current assets	5,743		5,813
Property, plant, and equipment, net	2,557		2,872
Long-term receivables, net	4		5
Goodwill	506		507
Intangibles, net	940		1,056
Investments in nonconsolidated affiliates	434		539
Deferred income taxes	241		266
Other assets	527		564
Total assets	$	10,952	$	11,622
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt, including current maturities of long-term debt	$	1,427	$	57
Accounts payable	3,288		2,955
Accrued compensation and employee benefits	364		381
Accrued income taxes	70		71
Accrued expenses and other current liabilities	1,153		1,227
Total current liabilities	6,302		4,691
Long-term debt	3,603		5,018
Deferred income taxes	96		105
Pension and postretirement benefits	723		830
Deferred credits and other liabilities	436		491
Commitments and contingencies (Note 11)
Total liabilities	11,160		11,135
Redeemable noncontrolling interests	37		91
Tenneco Inc. shareholders’ equity:
Preferred stock - $0.01 par value; none issued	—		—
Class A voting common stock - $0.01 par value; shares issued: (September 30, 2022 - 98,085,216; December 31, 2021 - 96,713,188)	1		1
Class B non-voting convertible common stock - $0.01 par value; none issued	—		—
Additional paid-in capital	4,473		4,462
Accumulated other comprehensive loss	(1,007)		(595)
Accumulated deficit	(3,056)		(2,853)
Shares held as treasury stock - at cost: (September 30, 2022 and December 31, 2021 - 14,592,888)	(930)		(930)
Total Tenneco Inc. shareholders’ equity (deficit)	(519)		85
Noncontrolling interests	274		311
Total equity	(245)		396
Total liabilities, redeemable noncontrolling interests, and equity	$	10,952	$	11,622

See accompanying notes to the condensed consolidated financial statements.

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)


	Nine Months Ended September 30,
	2022		2021
Operating Activities
Net income (loss)	$	(151)	$	129
Adjustments to reconcile net income (loss) to cash (used) provided by operating activities:

Depreciation and amortization	429		447
Deferred income taxes	(2)		8
Stock-based compensation	17		18
Restructuring charges and asset impairments, net of cash paid	13		(17)
Change in pension and other postretirement benefit plans	(29)		(22)
Equity in earnings of nonconsolidated affiliates	(25)		(47)
Cash dividends received from nonconsolidated affiliates	55		58
Loss (gain) on sale of assets and other	(4)		8
Changes in operating assets and liabilities:
Receivables	(920)		(451)
Inventories	(237)		(194)
Payables and accrued expenses	551		11
Accrued interest and accrued income taxes	(1)		24
Other assets and liabilities	91		3
Net cash (used) provided by operating activities	(213)		(25)
Investing Activities

Proceeds from sale of assets	13		39

Net proceeds from sale of business	3		1
Proceeds from sale of investment in nonconsolidated affiliates	5		6
Cash payments for property, plant and equipment	(253)		(286)
Proceeds from deferred purchase price of factored receivables	310		356
Other	(1)		—
Net cash (used) provided by investing activities	77		116
Financing Activities
Proceeds from term loans and notes	57		836
Repayments and extinguishment costs of term loans and notes	(177)		(1,011)
Borrowings on revolving lines of credit	6,221		4,772
Payments on revolving lines of credit	(6,160)		(4,774)
Debt issuance costs of long-term debt	—		(13)



Distributions to noncontrolling interest partners	(44)		(12)
Payment for redeemable noncontrolling interest redemption	(53)		—
Collections (payments) on securitization programs, net and other	(36)		(78)
Net cash (used) provided by financing activities	(192)		(280)
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash	(114)		(19)
Increase (decrease) in cash, cash equivalents, and restricted cash	(442)		(208)
Cash, cash equivalents, and restricted cash, beginning of period	865		803
Cash, cash equivalents, and restricted cash, end of period	$	423	$	595
Supplemental Cash Flow Information
Cash paid during the period for interest	$	192	$	162
Cash paid during the period for income taxes, net of refunds	$	172	$	104
Lease assets obtained in exchange for new operating lease liabilities	$	61	$	35
Non-cash inventory charges due to aftermarket product line exit	$	4	$	44
Non-cash Investing Activities
Period end balance of accounts payable for property, plant, and equipment	$	81	$	73
Deferred purchase price of receivables factored in the period	$	319	$	368

See accompanying notes to the condensed consolidated financial statements.

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(in millions)


	Tenneco Inc. Shareholders’ Equity (Deficit)
	$0.01 Par Value Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Treasury Stock		Total Tenneco Inc. Shareholders’ Equity (Deficit)		Noncontrolling Interests		Total Equity
Balance at December 31, 2021	$	1	$	4,462	$	(595)	$	(2,853)	$	(930)	$	85	$	311	$	396
Net income (loss)							(38)				(38)		7		(31)
Other comprehensive income (loss)—net of tax:
Foreign currency translation adjustments					—						—		(1)		(1)

Cash flow hedges					4						4		—		4
Comprehensive income (loss)											(34)		6		(28)




Stock-based compensation, net	—		2		—		—		—		2		—		2





Distributions declared to noncontrolling interests	—		—		—		—		—		—		(13)		(13)
Balance at March 31, 2022	1		4,464		(591)		(2,891)		(930)		53		304		357
Net income (loss)							(121)				(121)		8		(113)
Other comprehensive income (loss)—net of tax:
Foreign currency translation adjustments					(185)						(185)		(16)		(201)

Cash flow hedges					(14)						(14)		—		(14)
Comprehensive income (loss)											(320)		(8)		(328)





Stock-based compensation, net	—		5		—		—		—		5		—		5





Distributions declared to noncontrolling interests	—		—		—		—		—		—		(6)		(6)
Balance at June 30, 2022	1		4,469		(790)		(3,012)		(930)		(262)		290		28
Net income (loss)							(44)				(44)		12		(32)
Other comprehensive income (loss)—net of tax:
Foreign currency translation adjustments					(213)						(213)		(21)		(234)

Cash flow hedges					(4)						(4)		—		(4)
Comprehensive income (loss)											(261)		(9)		(270)





Stock-based compensation, net	—		4		—		—		—		4		—		4





Distributions declared to noncontrolling interests	—		—		—		—		—		—		(7)		(7)
Balance at September 30, 2022	$	1	$	4,473	$	(1,007)	$	(3,056)	$	(930)	$	(519)	$	274	$	(245)


	Tenneco Inc. Shareholders’ Equity (Deficit)
	$0.01 Par Value Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Treasury Stock		Total Tenneco Inc. Shareholders’ Equity (Deficit)		Noncontrolling Interests		Total Equity
Balance at December 31, 2020	$	1	$	4,442	$	(744)	$	(2,888)	$	(930)	$	(119)	$	300	$	181
Net income (loss)							65				65		10		75
Other comprehensive income (loss)—net of tax:
Foreign currency translation adjustments					(46)						(46)		(3)		(49)
Defined benefit plans					3						3		—		3
Cash flow hedges					(2)						(2)		—		(2)
Comprehensive income (loss)											20		7		27
Stock-based compensation, net	—		3		—		—		—		3		—		3

Distributions declared to noncontrolling interests	—		—		—		—		—		—		(2)		(2)
Balance at March 31, 2021	1		4,445		(789)		(2,823)		(930)		(96)		305		209
Net income (loss)							(10)				(10)		8		(2)
Other comprehensive income (loss)—net of tax:
Foreign currency translation adjustments					58						58		2		60
Defined benefit plans					3						3		—		3
Cash flow hedges					(1)						(1)		—		(1)
Comprehensive income (loss)											50		10		60
Stock-based compensation, net	—		4		—		—		—		4		—		4
Distributions declared to noncontrolling interests	—		—		—		—		—		—		(1)		(1)
Balance at June 30, 2021	1		4,449		(729)		(2,833)		(930)		(42)		314		272
Net income (loss)							15				15		5		20
Other comprehensive income (loss)—net of tax:
Foreign currency translation adjustments					(74)						(74)		(3)		(77)
Defined benefit plans					3						3		—		3
Cash flow hedges					(1)						(1)		—		(1)
Comprehensive income (loss)											(57)		2		(55)

Stock-based compensation, net	—		9		—		—		—		9		—		9
Distributions declared to noncontrolling interests	—		—		—		—		—		—		(3)		(3)
Balance at September 30, 2021	$	1	$	4,458	$	(801)	$	(2,818)	$	(930)	$	(90)	$	313	$	223

See accompanying notes to the condensed consolidated financial statements.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in millions, except share and per share amounts, or as otherwise noted)

1. Description of Business

Tenneco Inc. (“Tenneco” or “the Company”) was formed under the laws of Delaware in 1996. Tenneco designs, manufactures, markets, and distributes products and services for light vehicle, commercial truck, off-highway, industrial, motorsport, and aftermarket customers. Tenneco consists of four operating segments, Motorparts, Performance Solutions, Clean Air, and Powertrain and serves both original equipment (“OE”) manufacturers and the repair and replacement markets worldwide.

Proposed Merger

On February 22, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pegasus Holdings III, LLC (“Parent”) and Pegasus Merger Co., a wholly owned subsidiary of Parent (“Merger Sub” and together with Parent, “Buyer”). Pursuant to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Tenneco (the “Merger”) with Tenneco continuing as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of certain funds managed by affiliates of Apollo Global Management, Inc. At the effective time of the Merger (the “Effective Time”), each share of the Company’s Class A voting common stock that is issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled pursuant to the Merger Agreement or shares of Class A voting common stock held by holders who have made a valid demand for appraisal in accordance with Section 262 of the Delaware General Corporation Law), will be automatically converted into the right to receive $20.00 in cash, without interest.

At the Effective Time, subject to the terms and conditions set forth in the Merger Agreement, each restricted share unit award (“RSU”) and each performance share unit award (“PSU”) of Tenneco that is outstanding immediately prior to the Effective Time will automatically be cancelled and converted into the holder’s right to receive a cash amount (subject to any applicable withholding taxes) calculated based on the per-share Merger consideration of $20.00.

The Company’s Board of Directors and the sole member or board of directors, as applicable, of Parent and Merger Sub have each unanimously approved the Merger and the Merger Agreement. On June 7, 2022, the Company’s stockholders approved the Merger and Merger Agreement. The closing of the Merger is subject to various conditions, including (i) the absence of any order, injunction or other legal or regulatory restraint making illegal, enjoining or otherwise prohibiting the closing of the Merger; (ii) the receipt of clearances and/or approvals under applicable foreign competition and/or other laws; (iii) the accuracy of the representations and warranties contained in the Merger Agreement, subject to customary materiality qualifications; and (iv) compliance with the covenants and agreements contained in the Merger Agreement as of the closing of the Merger. In addition, the obligation of Parent and Merger Sub to consummate the Merger is subject to the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect (as defined in the Merger Agreement under clause (b) of such definition). The closing of the Merger is not subject to a financing condition, and Parent has obtained equity and debt financing commitments for the purpose of financing the Merger and the other transactions contemplated by the Merger Agreement.

All conditions to closing under the Merger Agreement with respect to antitrust and/or foreign direct investment laws have been satisfied or waived in accordance with the terms and conditions of the Merger Agreement. Parent, Merger Sub, and Tenneco expect to consummate the Merger in the middle of November 2022 promptly after the completion of certain debt financing activities by the Buyer and its debt financing sources that are contemplated by the Merger Agreement. Until the closing, the Company will continue to operate as an independent company.

The Company has incurred and will incur certain significant costs relating to the Merger, such as legal, accounting, financial advisory, printing and other professional services fees, as well as other customary payments.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

2. Basis of Presentation

Basis of Presentation — Interim Financial Statements

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. These statements include all adjustments (consisting of normal recurring adjustments) management believes are necessary to fairly state the results of operations, comprehensive income, financial position, changes in shareholders’ equity, and cash flows. The Company’s management believes the disclosures are adequate to make the information presented not misleading when read in conjunction with the audited consolidated financial statements and the notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission on February 24, 2022 (the “2021 Form 10-K”). Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

At September 30, 2022, the Company is in compliance with all its financial covenants under its credit agreement. In connection with the Merger, the Company announced the satisfaction or waiver of all regulatory closing conditions on October 28, 2022, which is described in more detail in Note 1, “Description of Business”. In anticipation of closing the Merger, the Company chose not to amend and extend its credit facility (which matures September 30, 2023), as the expected proceeds from the financing to consummate the Merger will satisfy these obligations prior to becoming due under the credit facility.

In connection with the execution of the Merger Agreement and pursuant to a debt commitment letter dated February 22, 2022 (the “Debt Commitment Letter”), a consortium of financial institutions has committed to provide Buyer, severally but not jointly, upon the terms and subject to the conditions set forth in the Debt Commitment Letter, the debt commitment amount in the aggregate up to $6.0 billion in debt financing.

Notwithstanding the aforementioned, there can be no assurance that the Merger will be consummated on the contemplated timeline or at all. In the event the Merger is not consummated, the Company intends to amend and extend its credit agreement. If the Company is unable to agree to amend and extend its credit agreement with its lenders before maturity of the debt, which occurs within twelve months of the issuance date of these condensed consolidated financial statements, the Company will not be able to repay the entirety of the outstanding debt. The Company has a history of successfully amending its credit agreements, as recently as May 5, 2020, when it was last amended to increase the maximum leverage ratio and decrease the minimum interest coverage ratio after considering the effects of COVID-19. The Company also has a history of positive operating cash flows, as was the case in each of the last three annual reporting periods.

Risks and Uncertainties

There are many uncertainties related to the COVID-19 global pandemic (including the implementation of government lockdowns in China), the semiconductor shortage, the Russia and Ukraine conflict, other supply chain challenges, and the effects of inflation, commodity cost increases and rising interest rates on the overall macroeconomic environment that could negatively affect the Company’s results of operations, financial position, and cash flows. The Company does not have significant operations in Russia or Ukraine compared to its global operations, but its operations in these regions have been disrupted due to the conflict. Sales from the Company’s Russian subsidiaries and sales into Russia and Ukraine from its global subsidiaries were less than 1% of its consolidated “Net sales and operating revenue” for the year ended December 31, 2021.

Redeemable noncontrolling interests

The Company has noncontrolling interests with redemption features. These redemption features could require the Company to make an offer to purchase the noncontrolling interests in the event of a change in control of Tenneco Inc. or certain of its subsidiaries.

At September 30, 2022 and December 31, 2021, the Company held redeemable noncontrolling interests of $37 million and $50 million which were not currently redeemable or probable of becoming redeemable. The redemption of these redeemable noncontrolling interests is not solely within the Company’s control, therefore, they are presented in the temporary equity section of the Company’s condensed consolidated balance sheets. The Company does not believe it is probable the redemption features related to these noncontrolling interest securities will be triggered, as a change in control event is generally not probable until it occurs. As such, these noncontrolling interests have not been remeasured to redemption value.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

In addition, at December 31, 2021, the Company held a redeemable noncontrolling interest of $41 million, which became redeemable during the six months ended June 30, 2022 following the third anniversary of the Öhlins acquisition on January 10, 2019. This redeemable noncontrolling interest represented a 9.5% ownership interest in Öhlins Intressenter AB (the “KÖ Interest”) retained by K Öhlin Holding AB (“Köhlin”). This noncontrolling interest was also presented in the temporary equity section of the Company’s condensed consolidated balance sheets and had been remeasured to its redemption value. The Company immediately recognized changes to redemption value as a component of “Net income (loss) attributable to noncontrolling interests” in the condensed consolidated statements of income (loss). During the second quarter of 2022, the Company received a notice from Köhlin of its intention to redeem all of the KÖ Interest. It was redeemed for $53 million and paid in June 2022.

The following is a rollforward of activities in the Company’s redeemable noncontrolling interests:


	Nine Months Ended September 30,
	2022		2021
Balance at beginning of period	$	91	$	78
Net income (loss) attributable to redeemable noncontrolling interests	9		15
Other comprehensive (loss) income	(12)		(3)


Redemption value measurement adjustments	16		21
Noncontrolling interest redemption	(53)		—

Dividends declared to noncontrolling interests	(14)		—
Balance at end of period	$	37	$	111

Earnings (loss) per share

Basic earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average shares outstanding during the period. Diluted earnings (loss) per share reflects the weighted average effect of all potentially dilutive securities from the date of issuance. Actual weighted average shares outstanding used in calculating earnings (loss) per share were as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Weighted average shares of common stock outstanding	83,697,158	82,310,645	83,484,392	82,171,755
Effect of dilutive securities:
RSUs and PSUs	—	1,792,961	—	1,303,981
Weighted average shares of common stock outstanding including dilutive securities	83,697,158	84,103,606	83,484,392	83,475,736

Weighted average number of antidilutive stock-based awards excluded from the calculation of diluted earnings per share	3,956,186	1,562,928	3,994,043	1,849,872

Assets Held for Sale and Divestitures

At September 30, 2022 and December 31, 2021, the Company had $13 million and $22 million of assets held for sale, which primarily consists of land and buildings, and non-core machinery and equipment across multiple segments that are expected to be sold in the next twelve months, as well as $8 million and $9 million in related environmental and asset retirement obligation liabilities. The Company recognized $2 million of impairment charges on assets held for sale during the nine months ended September 30, 2022.

In the first quarter of 2022, the Company closed on the sale of a non-core business and recognized a loss on the sale of $2 million during the nine months ended September 30, 2022. The Company received $1 million and $2 million of cash proceeds during the three and nine months ended September 30, 2022. The remaining receivable is expected to be collected in the fourth quarter of 2022.

The assets and liabilities held for sale are recorded in “Prepayments and other current assets” and “Accrued expenses and other current liabilities” in the consolidated balance sheets at September 30, 2022 and December 31, 2021.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

3. Restructuring Charges, Net and Asset Impairments

The Company’s restructuring activities are undertaken as necessary to execute management’s strategy and streamline operations, consolidate and take advantage of available capacity and resources, and ultimately achieve net cost reductions. Restructuring activities include efforts to integrate and rationalize the Company’s businesses and to relocate operations to best cost locations.

The Company’s restructuring charges consist primarily of employee costs (principally severance and/or termination benefits), and facility closure and exit costs. Restructuring charges, net and asset impairments by segment are as follows:

Three and Nine Months Ended September 30, 2022


	Three Months Ended September 30, 2022
	Motorparts		Performance Solutions		Clean Air		Powertrain		Corporate		Total
Severance and other charges, net	$	1	$	(1)	$	2	$	2	$	(1)	$	3





Total restructuring charges, net and asset impairments	$	1	$	(1)	$	2	$	2	$	(1)	$	3


	Nine Months Ended September 30, 2022
	Motorparts		Performance Solutions		Clean Air		Powertrain		Corporate		Total
Severance and other charges, net	$	5	$	4	$	10	$	20	$	2	$	41


Other non-restructuring asset impairments	2		—		—		—		—		2
Impairment of assets held for sale	—		—		—		2		—		2
Total asset impairment charges	2		—		—		2		—		4
Total restructuring charges, net and asset impairments	$	7	$	4	$	10	$	22	$	2	$	45

Severance and other charges, net

The Company recognized net charges of $18 million in severance and other charges expected to be paid for cost reduction initiatives aimed at optimizing the Company’s cost structure across all segments and regions during the nine months ended September 30, 2022. The Company also recognized net charges of $3 million and $23 million in severance and other charges related to plant consolidations, relocations, and closures during the three and nine months ended September 30, 2022.

Motorparts recognized severance and other charges, and revisions to estimates as follows:

•$1 million and $7 million for the three and nine months ended September 30, 2022, along with a reduction of $1 million in revisions to estimates for the nine months ended September 30, 2022, in connection with cost reduction initiatives, primarily in North America and Europe; and

•$1 million reduction in severance and other charges due to a revision in estimates related to plant consolidations, relocations, and closures for the nine months ended September 30, 2022, primarily in Europe.

Performance Solutions recognized severance and other charges, and revisions to estimates as follows:

•$1 million and $7 million, along with a reduction of $2 million and $4 million in revisions to estimates, for the three and nine months ended September 30, 2022 in connection with cost reduction initiatives in North America and Europe; and

•$1 million for the nine months ended September 30, 2022 related to plant consolidations, relocations, and closures, primarily in North America.

Clean Air recognized severance and other charges as follows:

•$4 million for the nine months ended September 30, 2022 in connection with cost reduction initiatives, primarily in Europe; and

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

•$2 million and $6 million for the three and nine months ended September 30, 2022 related to plant consolidations, relocations, and closures in North America and Asia Pacific.

Powertrain recognized severance and other charges, and revisions to estimates as follows:

•$1 million and $6 million for the three and nine months ended September 30, 2022 related to an approved voluntary termination program at one of its European bearings plants aimed at reducing headcount. At September 30, 2022, the inception-to-date severance related restructuring charges for this program aggregate to $26 million, $21 million under the current voluntary program and $5 million related to other cost reduction initiatives. Total severance related charges are expected to be approximately $36 million;

•$1 million and $17 million for the three and nine months ended September 30, 2022 related to plant consolidations, relocations, and closures, primarily in Europe; and

•$3 million reduction in severance and other charges due to a revision in estimates for the nine months ended September 30, 2022 in connection with other cost reduction initiatives, primarily in Asia Pacific and Europe.

The Company also incurred $3 million in cash severance costs within its corporate component for the nine months ended September 30, 2022, along with a reduction of $1 million in revisions to estimates for the three and nine months ended September 30, 2022.

Asset impairments

Other non-restructuring asset impairments

During the nine months ended September 30, 2022, the Motorparts segment recognized asset impairment charges of $2 million related to the write-down of property, plant and equipment.

Impairment of assets held for sale

Refer to Note 2, “Basis of Presentation” for information on the impairment of assets held for sale.

Three and Nine Months Ended September 30, 2021


	Three Months Ended September 30, 2021
	Motorparts		Performance Solutions		Clean Air		Powertrain		Corporate		Total
Severance and other charges, net	$	(1)	$	(5)	$	(2)	$	2	$	1	$	(5)


Other non-restructuring asset impairments	1		—		—		—		—		1


Total restructuring charges, net and asset impairments	$	—	$	(5)	$	(2)	$	2	$	1	$	(4)


	Nine Months Ended September 30, 2021
	Motorparts		Performance Solutions		Clean Air		Powertrain		Corporate		Total
Severance and other charges, net	$	6	$	7	$	9	$	20	$	2	$	44

Asset impairments related to restructuring actions	1		—		—		—		—		1
Other non-restructuring asset impairments	1		—		—		—		2		3

Total asset impairment charges	2		—		—		—		2		4
Total restructuring charges, net and asset impairments	$	8	$	7	$	9	$	20	$	4	$	48

Severance and other charges, net

The Company recognized a net reduction of $5 million and a net charge of $27 million in severance and other charges expected to be paid for cost reduction initiatives during the three and nine months ended September 30, 2021. The Company also recognized $1 million and $21 million in severance and other charges related to plant consolidations, relocations, and closures during the three and nine months ended September 30, 2021.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

In response to the COVID-19 pandemic, and in conjunction with the Company’s previously announced Project Accelerate, the Company executed global headcount reductions. The Company recognized a reduction of $1 million and $4 million in revisions to estimates in connection with cash and severance payments expected to be paid in connection with these actions during the three and nine months ended September 30, 2021.

Motorparts recognized severance and other charges, and revisions to estimates as follows:

•$3 million for the nine months ended September 30, 2021 in connection with its supply chain rationalization and distribution network initiative to achieve efficiencies and improve throughput to its customers in North America;

•$1 million for the nine months ended September 30, 2021, along with a reduction of $1 million and $5 million in revisions to estimates, for the three and nine months ended September 30, 2021 in connection with cost reduction initiatives primarily in Europe; and

•$7 million for the nine months ended September 30, 2021 related to plant consolidations, relocations, and closures, primarily in Europe.

Performance Solutions recognized severance and other charges as follows:

•$11 million for the nine months ended September 30, 2021, along with a reduction of $4 million revisions to estimates for the three and nine months ended September 30, 2021, in connection with cost reduction initiatives primarily in Europe;

•$1 million for the nine months ended September 30, 2021 related to plant consolidations, relocations, and closures, primarily in North America; and

•$1 million reduction in severance and other charges due to revision in estimates for the three and nine months ended September 30, 2021 in connection with Project Accelerate.

Clean Air recognized severance and other charges, and revisions to estimates as follows:

•$17 million for the nine months ended September 30, 2021, along with a reduction of $3 million and $9 million in revisions to estimates for the three and nine months ended September 30, 2021, in connection with cost reduction initiatives primarily in Europe;

•$1 million and $4 million for the three and nine months ended September 30, 2021 related to plant consolidations, relocations and closures primarily in North America and Asia Pacific; and

•$3 million reduction in severance and other charges for the nine months ended September 30, 2021 due to a revision in estimates in connection with Project Accelerate.

Powertrain recognized severance and other charges, and revisions to estimates as follows:

•$9 million for the nine months ended September 30, 2021 in connection with cost reduction initiatives primarily in Asia Pacific;

•$2 million for the three and nine months ended September 30, 2021, along with a reduction of $1 million and $5 million reduction in severance and other charges due to revision in estimates for the three and nine months ended September 30, 2021 in connection with other cost reduction initiatives primarily in Europe;

•$9 million for the nine months ended September 30, 2021 related to plant consolidations, relocations, and closures, primarily in Europe and North America; and

•$1 million and $5 million restructuring costs incurred for the three and nine months ended September 30, 2021 related to an approved voluntary termination program at one of its European bearings plants aimed at reducing headcount.

The Company also incurred $1 million and $2 million in cash severance costs within its corporate component for the three and nine months ended September 30, 2021.

Asset impairments

Asset impairments related to restructuring actions

During the nine months ended September 30, 2021, as a result of actions in the Motorparts segment, asset impairment charges of $1 million were recognized related to the write-down of property, plant and equipment.

Other non-restructuring asset impairments

During the three and nine months ended September 30, 2021, the Motorparts segment recognized asset impairment charges of $1 million related to the write-down of property, plant and equipment.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

As a result of changes in the business, during the second quarter of 2021, the Company assessed and concluded an impairment trigger had occurred for certain long-lived asset groups in its corporate component and recognized an impairment charge of $2 million related to operating lease right-of-use assets during the nine months ended September 30, 2021.

Restructuring Reserve Rollforward

The following table provides a summary of the Company’s restructuring liabilities and related activity for each type of exit costs:


	Nine Months Ended September 30, 2022						Nine Months Ended September 30, 2021
	Employee Costs		Facility Closure and Other Costs		Total		Employee Costs		Facility Closure and Other Costs		Total
Balance at beginning of period	$	63	$	—	$	63	$	99	$	1	$	100
Provisions	10		1		11		31		3		34
Revisions to estimates	(2)		—		(2)		(9)		—		(9)
Payments	(17)		(1)		(18)		(21)		(4)		(25)
Foreign currency	—		—		—		(1)		—		(1)
Balance at March 31	54		—		54		99		—		99
Provisions	33		1		34		30		2		32
Revisions to estimates	(5)		—		(5)		(8)		—		(8)
Payments	(6)		(1)		(7)		(22)		(2)		(24)
Foreign currency	(1)		—		(1)		—		—		—
Balance at June 30	75		—		75		99		—		99
Provisions	4		2		6		2		3		5
Revisions to estimates	(3)		—		(3)		(10)		—		(10)
Payments	(5)		(2)		(7)		(13)		(3)		(16)
Foreign currency	(2)		—		(2)		(1)		—		(1)
Balance at end of period	$	69	$	—	$	69	$	77	$	—	$	77

4. Inventories

Inventory by major classification was as follows:


	September 30, 2022		December 31, 2021
Finished goods	$	756	$	747
Work in process	615		508
Raw materials	502		510
Materials and supplies	75		81
Total inventories	$	1,948	$	1,846

Beginning in the second quarter of 2020, the Motorparts segment initiated a rationalization of its supply chain and distribution network to achieve supply chain efficiencies and improve throughput to its customers. During the nine months ended September 30, 2021, the Motorparts segment recognized a non-cash charge of $44 million to write-down inventory to its net realizable value, $1 million of impairment charge to write-down property, plant and equipment, and $3 million in restructuring charges related to cash severance benefits and other costs. Refer to Note 3, “Restructuring Charges, Net and Asset Impairments” for additional information.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

5. Goodwill and Other Intangible Assets

The Company’s goodwill consists of the following:


	Nine Months Ended September 30, 2022
	Motorparts		Performance Solutions		Clean Air		Powertrain		Total
Gross carrying amount at beginning of period	$	623	$	546	$	22	$	59	$	1,250

Foreign exchange	—		(1)		—		—		(1)
Gross carrying amount at March 31, 2022	623		545		22		59		1,249

Foreign exchange	(1)		(5)		(1)		—		(7)
Gross carrying amount at June 30, 2022	622		540		21		59		1,242


Foreign exchange	(1)		(4)		—		—		(5)
Gross carrying amount at September 30, 2022	621		536		21		59		1,237

Accumulated impairment loss at beginning of period	(310)		(374)		—		(59)		(743)

Foreign exchange	—		1		—		—		1
Accumulated impairment loss at March 31, 2022	(310)		(373)		—		(59)		(742)

Foreign exchange	1		5		—		—		6
Accumulated impairment loss at June 30, 2022	(309)		(368)		—		(59)		(736)

Foreign exchange	1		4		—		—		5
Accumulated impairment loss at September 30, 2022	(308)		(364)		—		(59)		(731)

Net carrying value at end of period	$	313	$	172	$	21	$	—	$	506

The Company’s intangible assets consist of the following:


		September 30, 2022						December 31, 2021
	Useful Lives (in Years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Definite-lived intangible assets:
Customer relationships and platforms	10	$	982	$	(436)	$	546	$	993	$	(374)	$	619
Customer contract	10	8		(7)		1		8		(7)		1
Patents	10 to 17	1		(1)		—		1		(1)		—
Technology rights	10 to 30	127		(67)		60		135		(62)		73
Packaged kits know-how	10	54		(22)		32		54		(18)		36
Catalogs	10	47		(19)		28		47		(15)		32
Licensing agreements	3 to 5	58		(50)		8		64		(47)		17
Land use rights	28 to 46	46		(6)		40		51		(6)		45
		$	1,323	$	(608)	715		$	1,353	$	(530)	823
Indefinite-lived intangible assets:
Trade names and trademarks						225						233
Total						$	940					$	1,056

The amortization expense associated with definite-lived intangible assets is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Amortization expense	$	30	$	32	$	92	$	97

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

The expected future amortization expense for the Company’s definite-lived intangible assets is as follows:


	2022		2023		2024		2025		2026		2027 and thereafter		Total
Expected amortization expense	$	30	$	119	$	113	$	112	$	112	$	229	$	715

6. Investment in Nonconsolidated Affiliates

During the second quarter of 2022, the Company sold a portion of its investment in KB Autosys Co., Ltd. (KB Autosys) and the Company’s ownership fell below 20%. As a result, the Company no longer has the ability to exercise significant influence over KB Autosys and the equity method of accounting will no longer be used to account for this investment. During the third quarter of 2022, the Company continued to sell shares of this investment resulting in a loss on the sale of $2 million and $3 million and received cash proceeds of $4 million and $5 million during the three and nine months ended September 30, 2022. Non-cash losses of $1 million and $6 million were recognized in “Other income (expense), net” in the condensed consolidated statements of income (loss) during the three and nine months ended September 30, 2022, as a result of the change in accounting to fair value. No other significant changes occurred in the Company’s ownership interests in its nonconsolidated affiliates during the three and nine months ended September 30, 2022.

The carrying amount of the Company’s investments in its nonconsolidated affiliates accounted for under the equity method exceeded its share of the underlying net assets by $182 million and $258 million at September 30, 2022 and December 31, 2021.

The following table is a summary of transactions with the Company’s nonconsolidated affiliates:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net sales	$	19	$	18	$	53	$	58
Purchases	$	92	$	87	$	296	$	310
Royalty and other income (expense)	$	2	$	2	$	7	$	9

The following table is a summary of amounts due to and from the Company’s nonconsolidated affiliates:


	September 30, 2022		December 31, 2021
Receivables	$	13	$	10
Payables and accruals	$	74	$	69

7. Financial Instruments and Fair Value

The Company is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices, equity price risk associated with share-based compensation awards, and changes in interest rates, which may result in cash flow risks. For exposures not offset within its operations, the Company may enter into various derivative or other financial instrument transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes. In certain cases, the Company may or may not designate certain derivative instruments as hedges for accounting purposes. Designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. The Company assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy.

Market Risks

Foreign Currency Exchange Rate Risk

The Company manufactures and sells its products globally. As a result, the Company’s financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets in which the Company manufactures and sells its products. The Company generally tries to use natural hedges within its foreign currency activities to minimize foreign currency risk. Where natural hedges are not in place, the Company considers managing certain aspects of its foreign currency activities and larger transactions through the use of foreign currency options or forward contracts.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

Concentrations of Credit Risk

Financial instruments, including cash equivalents and derivative contracts, expose the Company to counterparty credit risk for non-performance. The Company’s counterparties for cash equivalents and derivative contracts are banks and financial institutions that meet the Company’s requirement of high credit standing. The Company’s concentration of credit risk related to derivative contracts at September 30, 2022 and December 31, 2021 is not considered material to the condensed consolidated financial statements.

Equity Price Risk

The Company has certain cash-settled share-based incentive compensation awards that are dependent upon the Company’s stock price. The related cash payouts increase as the stock price increases and decrease as the stock price decreases. The Company has entered into certain financial instruments that move in the opposite direction of the cash settlement of these awards. Based on the Company’s current position, these financial instruments mitigate the market risk related to the final settlement of the cash-settled share-based incentive compensation awards. Effective in the third quarter of 2021, investment options based on the Company’s stock price no longer exist under the incentive deferral plan and, at both September 30, 2022 and December 31, 2021, there are no deferred compensation balances correlated to the Company’s stock price. Refer to “Other Financial Instruments” section below for additional details on these liabilities and the related financial instruments used to reduce the Company’s equity price risk.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Asset and Liability Instruments

The carrying value of cash and cash equivalents, restricted cash, short and long-term receivables, accounts payable, and short-term debt approximates fair value.

Derivative Instruments

Foreign Currency Forward Contracts

The Company enters into foreign currency forward purchase and sale contracts to mitigate its exposure to changes in exchange rates on certain intercompany and third-party trade receivables and payables and intercompany loans. The Company calculates the fair value of its foreign currency contracts using currency forward rates (level 2), to calculate forward values, and then discounts the forward values. The discount rates for all derivative contracts are based on bank deposit rates. Derivative gains and losses associated with these foreign currency forward contracts are recognized in “Cost of sales (exclusive of depreciation and amortization)” in the condensed consolidated statements of income (loss). The fair value of these derivative instruments at September 30, 2022 and December 31, 2021 is not considered material to the condensed consolidated financial statements.

The following table summarizes by position the notional amounts for foreign currency forward contracts at September 30, 2022, all of which mature in the next twelve months:


	Notional Amount
Long positions	$	323
Short positions	$	(340)

Other Financial Instruments

Cash-Settled Share and Index Swap Transactions

The Company has certain employee compensation arrangements, including cash-settled share-based units granted under its long-term incentive plan, that are valued based on the Company’s stock price. The share equivalents outstanding related to cash-settled share-based awards are as follows:


	September 30, 2022	December 31, 2021
Restricted Stock Units (RSUs)	1,188,372	1,451,422
Performance Share Units (PSUs)	4,376,689	2,951,316
	5,565,061	4,402,738

The Company entered into financial instruments to mitigate the risk associated with both the vested and unvested portions of its cash-settled share-based incentive compensation awards. During the three and nine months ended September 30, 2022, the Company settled 1,600,000 and 3,100,000 common share equivalents under these agreements and the number of common share equivalents under these agreements was zero and 3,100,000 at September 30, 2022 and December 31, 2021.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

These financial instruments use observable input (level 2) in determining fair value. The estimated fair value of these financial instruments is as follows:


	Balance sheet classification	September 30, 2022		December 31, 2021
Other financial instruments in asset positions(a)(b)	Prepayments and other current assets	$	—	$	35
Other financial instruments in liability positions(b)	Accrued expenses and other current liabilities	$	2	$	—

(a) The financial instruments as of December 31, 2021 primarily used the Company’s stock price as an observable input (level 2) in determining fair value.

(b) There is a cash premium of $4 million at September 30, 2022 associated with one of these financial instruments, which is included in “Prepayments and other current assets” in the condensed consolidated balance sheets, and none at December 31, 2021.

The gains and losses associated with these other financial instruments are recognized in “Selling, general, and administrative” in the condensed consolidated statements of income (loss).

Hedging Instruments

Cash Flow Hedges — Commodity Price Risk

The Company’s production processes are dependent upon the supply of certain raw materials that are exposed to price fluctuations on the open market. Commodity rate price forward contracts are executed to offset a portion of the exposure to potential change in prices for raw materials. The Company monitors its commodity price risk exposures regularly to maximize the overall effectiveness of its commodity forward contracts.

The Company has designated these contracts as cash flow hedging instruments. The Company records unrecognized gains and losses in other comprehensive income (loss) (“OCI” or “OCL”) and makes reclassifying adjustments into “Cost of sales (exclusive of depreciation and amortization)” within the condensed consolidated statements of income (loss) when the underlying hedged transaction is recognized in earnings. The Company had commodity derivatives outstanding with an equivalent notional amount of $58 million and $34 million at September 30, 2022 and December 31, 2021. Substantially all of the commodity price hedge contracts mature within one year.

The Company calculates the fair value of its commodity contracts using commodity forward rates (level 2), to calculate forward values, and then discounts the forward values. The discount rates for all derivative contracts are based on bank deposit rates. The fair value of these derivative instruments at September 30, 2022 and December 31, 2021 is not considered material to the condensed consolidated financial statements.

Net Investment Hedge — Foreign Currency Borrowings

On March 17, 2021, all of the outstanding foreign currency borrowings designated as a net investment hedge were discharged, as a result, there were no outstanding foreign currency denominated borrowings designated as a net investment hedge at September 30, 2022 and December 31, 2021. The Company’s debt instruments are discussed further in Note 8, “Debt and Other Financing Arrangements”.

The following table represents the amount of gain (loss) recognized in accumulated other comprehensive income (loss) before any reclassifications into net income (loss) for derivative and non-derivative instruments designated as hedges:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Commodity price hedge contracts designated as cash flow hedges	$	(6)	$	—	$	(13)	$	1
Foreign currency borrowings designated as a net investment hedge	$	—	$	—	$	—	$	11

The Company estimates approximately $12 million included in accumulated OCI or OCL at September 30, 2022 will be reclassified into net income (loss) within the following twelve months. Refer to Note 13, “Shareholders’ Equity” for further information.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Assets may be measured at fair value on a nonrecurring basis. These assets include long-lived assets and intangible assets, which may be written down to fair value as a result of impairment. There were no fair value estimates on a nonrecurring basis during the nine months ended September 30, 2022 and 2021.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

Financial Instruments Not Carried at Fair Value

The estimated fair value of the Company’s outstanding debt is as follows:


		September 30, 2022				December 31, 2021
	Fair value hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt (including current maturities):
Term loans and senior notes	Level 2	$	4,873	$	4,888	$	4,998	$	5,060

The fair value of the Company’s public senior notes and private borrowings under its New Credit Facility, as subsequently defined in Note 8, “Debt and Other Financing Arrangements”, is based on observable inputs, and any borrowings on the revolving credit facility approximate fair value. The Company also had $118 million and $77 million at September 30, 2022 and December 31, 2021 in other debt whose carrying value approximates fair value, which consists primarily of foreign debt with maturities of one year or less.

8. Debt and Other Financing Arrangements

Long-Term Debt

A summary of the Company’s long-term debt obligations is set forth in the following table:


	September 30, 2022				December 31, 2021
	Principal		Carrying Amount (a)		Principal		Carrying Amount (a)
Credit Facilities
Revolver Borrowings
Due 2023	$	39	$	39	$	—	$	—
Term Loans
LIBOR plus 2.00% Term Loan A due 2019 through 2023(b)	1,275		1,271		1,403		1,396
LIBOR plus 3.00% Term Loan B due 2019 through 2025	1,636		1,602		1,649		1,606
Senior Unsecured Notes
$225 million of 5.375% Senior Notes due 2024	225		224		225		223
$500 million of 5.000% Senior Notes due 2026	500		496		500		496
Senior Secured Notes


$500 million of 7.875% Senior Secured Notes due 2029	500		491		500		490
$800 million of 5.125% Senior Secured Notes due 2029	800		789		800		787
Other debt, primarily foreign instruments	25		25		26		26
			4,937				5,024
Less - maturities classified as current			1,334				6
Total long-term debt			$	3,603			$	5,018

(a)Carrying amount is net of unamortized debt issuance costs and debt discounts of $63 million and $79 million at September 30, 2022 and December 31, 2021.

(b)The interest rate on Term Loan A at December 31, 2021 was LIBOR plus 1.75%.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

Short-Term Debt

The Company’s short-term debt consists of the following:


	September 30, 2022		December 31, 2021
Revolver borrowings	$	39	$	—
LIBOR plus 2.00% Term Loan A	1,271		—
LIBOR plus 3.00% Term Loan B	17		—
Other debt	7		6
Maturities classified as current	1,334		6
Short-term borrowings(a)	93		51

Total short-term debt	$	1,427	$	57

(a)Includes borrowings under both committed credit facilities and uncommitted lines of credit and similar arrangements.

Credit Facilities

Financing Arrangements

The Company has a senior credit facility under the credit agreement dated October 1, 2018 (as amended, restated, supplemented or otherwise modified, the “New Credit Facility”) that provides $4.9 billion of total debt financing, consisting of a five-year $1.5 billion revolving credit facility, a five-year $1.7 billion term loan A facility (“Term Loan A”) and a seven-year $1.7 billion term loan B facility (“Term Loan B”). At September 30, 2022, the Company had $39 million outstanding borrowings on its revolving credit facility.

During the fourth quarter of 2021, the Company issued a $42 million letter of credit under its revolving credit facility and such letter of credit is included in the $69 million of total outstanding letters of credit at September 30, 2022, which reduces the available borrowings under its revolving credit facility. The letter of credit supports a 1.7 billion Mexican peso (approximately $84 million using exchange rates at September 30, 2022) surety bond issued to the Mexican tax authority. The surety bond is required in order for the Company to enter into the judicial process to appeal a tax assessment and covers the amount of the assessment plus interest. The Company does not believe it is probable it will have to pay the assessment or related interest. The Company also received a second assessment during the fourth quarter of 2021 from the Mexican tax authority of 0.6 billion Mexican peso (approximately $29 million using the exchange rate at September 30, 2022) for a separate matter, which has not required the issuance of a surety bond at this time. The Company does not believe it is probable it will have to pay this second assessment or related interest.

At September 30, 2022 and December 31, 2021, the unamortized debt issuance costs related to the revolver of $6 million and $11 million are included in “Prepayments and other current assets” and “Other assets” in the condensed consolidated balance sheets.

Credit Facility

New Credit Facility — Interest Rates

At September 30, 2022, the interest rate on borrowings under the revolving credit facility and the Term Loan A facility was LIBOR plus 2.00% and will remain at LIBOR plus 2.00% for each relevant period for which the Company’s consolidated net leverage ratio (as defined in the New Credit Facility) is less than 4.50 to 1 and greater than or equal to 3.00 to 1. The interest rate on borrowings under the revolving credit facility and the Term Loan A facility are subject to step downs in accordance with the credit agreement.

The New Credit Facility prescribes for an alternative method of determining interest rates in the event LIBOR is not available.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

New Credit Facility — Other Terms and Conditions

The third amendment dated May 5, 2020 (“Third Amendment”) of the Company’s New Credit Facility provided relief from the financial maintenance covenants for the revolving credit facility and Term Loan A facility subject to the non-occurrence of certain covenant reset triggers as more fully described in its 2021 Form 10-K. There has been no covenant reset trigger, or covenant reset certificate delivered. Accordingly, the financial ratio required at September 30, 2022 under the New Credit Facility was changed to a consolidated net leverage ratio from a senior secured net leverage ratio at December 31, 2021.

Further information on interest rates, fees, and other terms and conditions of the New Credit Facility is included in the Company’s 2021 Form 10-K.

At September 30, 2022, the Company was in compliance with all the financial covenants of the New Credit Facility.

Senior Notes

Further information on the terms and conditions of the Senior Unsecured Notes and Senior Secured Notes is included in the Company’s 2021 Form 10-K.

At September 30, 2022, the Company was in compliance with all of its financial covenants under the indentures governing the Senior Unsecured Notes and Senior Secured Notes.

On June 27, 2022, Merger Sub commenced cash tender offers (collectively, the “Tender Offer”) to purchase any and all of the Company’s outstanding 5.125% Senior Secured Notes due 2029 (the “5.125% Notes”) and 7.875% Senior Secured Notes due 2029 (the “7.875% Notes” and together with the 5.125% Notes, the “Senior Secured Notes”). In connection with the Tender Offer, Merger Sub also solicited the consents of holders of each series of Senior Secured Notes to certain proposed amendments (the “Proposed Amendments”) to the respective indenture governing each series of Senior Secured Notes (collectively, the “Consent Solicitation”). The purpose of the Consent Solicitation and the Proposed Amendments is to eliminate the requirement to make a “change of control offer” for the Senior Secured Notes in connection with the Merger and make certain other customary changes for a privately-held company to the “change of control” provisions in the indentures governing the Senior Secured Notes. The Proposed Amendments require the consent of a majority of each series of Senior Secured Notes to amend the respective indenture.

On July 13, 2022, Merger Sub announced that it had received tenders and the requisite consents from each series of Senior Secured Notes. Having received the requisite consents from the holders of each series of Secured Notes to the Proposed Amendments to the indenture governing such series of Senior Secured Notes, the Company, the subsidiary guarantors party thereto, and the trustee entered into a supplemental indenture to each indenture governing the Senior Secured Notes to effect the Proposed Amendments. Each supplemental indenture provides that the Proposed Amendments will not become operative unless and until the 5.125% Notes or the 7.875% Notes, as applicable, representing at least a majority in aggregate principal amount of the respective series of Senior Secured Notes are accepted for purchase by Merger Sub pursuant to the terms of the Tender Offer and Consent Solicitation, which the Company expects will be shortly prior to the consummation of the Merger. As of the date of this report, according to information provided by Global Bondholder Services Corporation, the information and tender agent for the Tender Offer, Merger Sub has received tenders and consents from holders of more than 99% of the total outstanding principal amount of the 5.125% Notes, and tenders and consents from holders of more than 98% of the total outstanding principal amount of the 7.875% Notes. Consummation of the Tender Offer and payment for the Senior Secured Notes validly tendered pursuant to the Tender Offer are subject to the satisfaction or waiver by Merger Sub of certain conditions, including, but not limited to, the consummation of the Merger and a financing condition. Merger Sub has extended, and has announced publicly that it intends to further extend, the expiration date for the Tender Offer so that the settlement date for the Tender Offer will coincide with the closing of the Merger, which it expects to occur in the fourth quarter of 2022.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

On September 7, 2022, the Company issued a notice of its intention to redeem, and on October 6, 2022 the Company rescinded that notice and issued a new notice of its intention to redeem, all of its outstanding 5.375% Senior Notes due 2024 (the “2024 Unsecured Notes”) and all of its outstanding 5.000% Senior Notes due 2026 (the “2026 Unsecured Notes” and, together with the 2024 Unsecured Notes, the “Senior Unsecured Notes”) on November 7, 2022 (such date, as it may be extended, the “redemption date”), subject to the satisfaction of certain conditions. The redemption price for the 2024 Unsecured Notes will be equal to 100.896% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date. The redemption price for the 2026 Unsecured Notes will be equal to 101.667% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date. The obligation of the Company to redeem the Senior Unsecured Notes and pay the applicable redemption price on the redemption date is conditioned on the consummation of the Merger and a financing condition, and the redemption date may be delayed until each of the Merger condition and the financing condition has been satisfied or waived by the Company. If either the Merger condition or the financing condition is not satisfied or waived, the Company may elect to rescind the notice of redemption and terminate the redemption for the Senior Unsecured Notes.

On March 3, 2021, the Company provided notice of its intention to redeem all of the outstanding 5.000% euro denominated senior secured notes due July 15, 2024 and all of the outstanding floating rate euro denominated senior secured notes due April 15, 2024 (collectively, the “Euro Secured Notes”). On March 17, 2021, using the net proceeds from the offering of 5.125% Notes, together with cash on hand, the Company satisfied and discharged each of the indentures governing the Euro Notes in accordance with their terms. As a result, the Company recorded a gain on extinguishment of debt of $8 million for the nine months ended September 30, 2021.

Other Debt

Other debt consists primarily of subsidiary debt and finance lease obligations.

Factoring Arrangements

At September 30, 2022 and December 31, 2021, the amount of accounts receivable outstanding and derecognized for factoring arrangements was $1.1 billion and $1.0 billion, of which $0.5 billion and $0.5 billion related to accounts receivable where the Company has continuing involvement. In addition, the deferred purchase price receivable was $53 million and $51 million at September 30, 2022 and December 31, 2021.

For the three months ended September 30, 2022 and 2021, proceeds from the factoring of accounts receivable qualifying as sales were $1.4 billion and $1.2 billion, of which $0.9 billion and $0.8 billion were received on accounts receivable where the Company had continuing involvement. For the nine months ended September 30, 2022 and 2021, proceeds from the factoring of accounts receivable qualifying as sales were $4.5 billion and $3.8 billion, of which $3.3 billion and $2.9 billion were received on accounts receivable where the Company had continuing involvement.

For the three months ended September 30, 2022 and 2021, the Company’s financing charges associated with the factoring of receivables were $10 million and $5 million. For the nine months ended September 30, 2022 and 2021, the Company’s financing charges associated with the factoring of receivables were $24 million and $14 million. These financing charges are included in “Interest expense” in the condensed consolidated statements of income (loss).

If the Company were not able to factor receivables under these programs, its borrowings under its revolving credit agreement might increase. These programs provide the Company with access to cash at costs that are generally favorable to alternative sources of financing and allow the Company to reduce borrowings under its revolving credit agreement.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

9. Pension Plans, Postretirement and Other Employee Benefits

The Company sponsors several defined benefit pension plans (“Pension Benefits”) and health care and life insurance benefits (“Other Postretirement Benefits” or “OPEB”) for certain employees and retirees around the world.

Components of net periodic benefit costs (credits) are as follows:


	Three Months Ended September 30,
	Pension Benefits								Other Postretirement Benefits
	2022				2021
	U.S.		Non-U.S.		U.S.		Non-U.S.		2022		2021
Service cost	$	—	$	6	$	—	$	8	$	—	$	—
Interest cost	9		5		9		4		1		1
Expected return on plan assets	(14)		(4)		(17)		(4)		—		—


Net amortization:
Actuarial loss	1		1		3		1		1		1
Prior service cost (credit)	—		—		—		—		(3)		(2)
Net pension and postretirement costs (credits)	$	(4)	$	8	$	(5)	$	9	$	(1)	$	—


	Nine Months Ended September 30,
	Pension Benefits								Other Postretirement Benefits
	2022				2021
	U.S.		Non-U.S.		U.S.		Non-U.S.		2022		2021
Service cost	$	1	$	19	$	1	$	21	$	—	$	—
Interest cost	26		15		24		13		4		4
Expected return on plan assets	(43)		(11)		(49)		(12)		—		—


Net amortization:
Actuarial loss	5		3		9		6		1		2
Prior service cost (credit)	—		—		—		—		(9)		(7)
Net pension and postretirement costs (credits)	$	(11)	$	26	$	(15)	$	28	$	(4)	$	(1)

10. Income Taxes

For interim tax reporting, the Company estimates its annual effective tax rate and applies it to year-to-date ordinary income. Jurisdictions where no tax benefit can be recognized due to a valuation allowance are excluded from the estimated annual effective tax rate. The effect of including these jurisdictions on the quarterly effective rate calculation could result in a higher or lower effective tax rate during a quarter due to the mix and timing of actual earnings versus annual projections. The tax effects of certain items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur. The Company considers both positive and negative evidence and evaluates its deferred tax assets quarterly to determine if valuation allowances are required or should be adjusted. This assessment considers, among other matters, the nature, frequency and amount of recent losses, the duration of statutory carryforward periods, reversals of existing taxable temporary differences, and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.

For the three months ended September 30, 2022, the Company recorded an income tax expense of $67 million on income from continuing operations before income taxes of $39 million. This compares to an income tax expense of $34 million on income from continuing operations before income taxes of $59 million in the three months ended September 30, 2021. Income tax expense for the three months ended September 30, 2022 differs from the U.S. statutory rate due primarily to pre-tax income that is taxed at rates higher than the U.S. statutory rate and pre-tax losses for which no tax benefit is recognized.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

For the nine months ended September 30, 2022, the Company recorded income tax expense of $140 million on loss from continuing operations before income taxes of $11 million. This compares to an income tax expense of $122 million on income from continuing operations before income taxes of $251 million in the nine months ended September 30, 2021. Income tax expense for the nine months ended September 30, 2022 differs from the U.S. statutory rate due primarily to pre-tax income that is taxed at rates higher than the U.S. statutory rate and pre-tax losses for which no tax benefit is recognized. In addition, a $7 million non-cash benefit related to the release of a valuation allowance was recognized during the nine months ended September 30, 2022.

Income tax expense for the three and nine months ended September 30, 2021 differs from the U.S. statutory rate due primarily to pre-tax income taxed at rates higher than U.S. statutory rate and pre-tax losses with no tax benefits, partially offset by a non-cash tax benefit of $12 million relating to the reversal of valuation allowances.

The Company believes it is reasonably possible up to $38 million in unrecognized tax benefits related to the expiration of foreign statute of limitations and the conclusion of income tax examinations may be recognized within the next twelve months.

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases, and several tax incentives to promote clean energy. Based on its current analysis of the provisions, the Company does not believe this legislation will have a material effect on its consolidated financial statements.

11. Commitments and Contingencies

Environmental Matters

The Company is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. The Company has been notified by the U.S. Environmental Protection Agency, other national environmental agencies, and various provincial and state agencies that it may be a potentially responsible party (“PRP”) under such laws for the cost of remediating hazardous substances pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and other national and state or provincial environmental laws. PRP designation typically requires the funding of site investigations and subsequent remedial activities. Many of the sites that are likely to be the costliest to remediate are often current or former commercial waste disposal facilities to which numerous companies sent wastes. Despite the potential joint and several liability which might be imposed on the Company under CERCLA, and some of the other laws pertaining to these sites, its share of the total waste sent to these sites generally has been small. The Company believes its exposure for liability at these sites is not material.

On a global basis, the Company has also identified certain other present and former properties at which it may be responsible for cleaning up or addressing environmental contamination, in some cases, as a result of contractual commitments and/or federal or state environmental laws. The Company is actively seeking to resolve these actual and potential statutory, regulatory, and contractual obligations.

The Company expenses or capitalizes, as appropriate, expenditures for ongoing compliance with environmental regulations. At September 30, 2022, the Company has an obligation to remediate or contribute towards the remediation of certain sites, including the sites discussed above at which it may be a PRP.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

The Company’s estimated share of environmental remediation costs for all these sites is recognized in the condensed consolidated balance sheets as follows:


	September 30, 2022		December 31, 2021
Accrued expenses and other current liabilities	$	9	$	8
Deferred credits and other liabilities	19		23
	$	28	$	31

Based on information known to the Company from site investigations and the professional judgment of consultants, the Company has established reserves it believes are adequate for these costs. Although the Company believes these estimates of remediation costs are reasonable and are based on the latest available information, the costs are estimates, difficult to quantify based on the complexity of the issues, and are subject to revision as more information becomes available about the extent of remediation required. At some sites, the Company expects other parties will contribute to the remediation costs. In addition, certain environmental statutes provide the Company’s liability could be joint and several, meaning the Company could be required to pay amounts in excess of its share of remediation costs. The financial strength of the other PRPs at these sites has been considered, where appropriate, in the determination of the estimated liability. The Company does not believe any potential costs associated with its current status as a PRP, or as a liable party at the other locations referenced herein, will be material to its annual consolidated financial position, results of operations, or liquidity.

At September 30, 2022 and December 31, 2021, the Company has indemnifications in place on certain of these environmental reserves, which are not considered material to the condensed consolidated financial statements.

Other Legal Proceedings, Claims and Investigations

For many years, the Company has been and continues to be subject to lawsuits initiated by claimants alleging health problems as a result of exposure to asbestos. The Company’s current docket of active and inactive cases is approximately 500 cases in the United States and less than 50 in Europe.

With respect to the claims filed in the United States, the substantial majority of the claims are related to alleged exposure to asbestos in the Company’s line of Walker® exhaust automotive products although a significant number of those claims appear also to involve occupational exposures sustained in industries other than automotive. A small number of claims have been asserted against one of the Company’s subsidiaries by railroad workers alleging exposure to asbestos products in railroad cars. The Company believes, based on scientific and other evidence, it is unlikely that U.S. claimants were exposed to asbestos by the Company’s former products and that, in any event, they would not be at increased risk of asbestos-related disease based on their work with these products. Further, many of these cases involve numerous defendants. Additionally, in many cases the plaintiffs either do not specify any, or specify the jurisdictional minimum, dollar amount for damages.

With respect to the claims filed in Europe, the substantial majority relate to occupational exposure claims brought by current and former employees of Federal-Mogul facilities in France and amounts paid out were not material. A small number of occupational exposure claims have also been asserted against Federal-Mogul entities in Italy and Spain.

As major asbestos manufacturers and/or users continue to go out of business or file for bankruptcy, the Company may experience an increased number of these claims. The Company vigorously defends itself against these claims as part of its ordinary course of business. In future periods, the Company could be subject to cash costs or charges to earnings if any of these matters are resolved unfavorably to the Company. To date, with respect to claims that have proceeded sufficiently through the judicial process, the Company has regularly achieved favorable resolutions. Accordingly, the Company presently believes that these asbestos-related claims will not have a material adverse effect on the Company’s annual consolidated financial position, results of operations or liquidity.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

The Company is also from time to time involved in other legal proceedings, claims or investigations. Some of these matters involve allegations of damages against the Company relating to environmental liabilities (including toxic tort, property damage and remediation), intellectual property matters (including patent, trademark and copyright infringement, and licensing disputes), personal injury claims (including injuries due to product failure, design or warning issues, and other product liability related matters), taxes, unclaimed property, employment matters, advertising matters, and commercial or contractual disputes, sometimes related to acquisitions or divestitures. Additionally, some of these matters involve allegations relating to legal compliance.

While the Company vigorously defends itself against all of these legal proceedings, claims and investigations and takes other actions to minimize its potential exposure, in future periods, the Company could be subject to cash costs or charges to earnings if any of these matters are resolved on unfavorable terms. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including the Company’s assessment of the merits of the particular claim, the Company does not expect the legal proceedings, claims or investigations currently pending against it will have any material adverse effect on its annual consolidated financial position, results of operations or liquidity.

Asset Retirement Obligations

The Company’s primary asset retirement obligation (“ARO”) activities relate to the removal of hazardous building materials at its facilities. The Company records an ARO at fair value upon initial recognition when the amount is probable and can be reasonably estimated. ARO fair values are determined based on the Company’s determination of what a third party would charge to perform the remediation activities, generally using a present value technique.

The Company’s ARO liabilities in the condensed consolidated balance sheets are as follows:


	September 30, 2022		December 31, 2021
Accrued expenses and other current liabilities(a)	$	11	$	10
Deferred credits and other liabilities	3		4
	$	14	$	14

(a) Includes liabilities held for sale for $8 million and $9 million at September 30, 2022 and December 31, 2021. Refer to Note 2, “Basis of Presentation”, for additional information on assets and liabilities held for sale.

Warranty Matters

The Company provides warranties on some of its products. The warranty terms vary but range from one year up to limited lifetime warranties on some of its premium aftermarket products. Provisions for estimated expenses related to product warranty are made at the time products are sold or when specific warranty issues are identified with the Company’s products. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims. The Company believes the warranty reserve is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the reserve. The reserve is included in both current and long-term liabilities on the condensed consolidated balance sheets.

The following represents the changes in the Company’s warranty accrual accounts:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Balance at beginning of period	$	66	$	72	$	69	$	62
Accruals and revisions to estimates	1		8		27		40
Settlements	(12)		(12)		(39)		(34)
Foreign currency	(2)		(1)		(4)		(1)
Balance at end of period	$	53	$	67	$	53	$	67

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

12. Share-Based Compensation

Share-based compensation expense is included in “Selling, general, and administrative” in the condensed consolidated statements of income (loss). Total share-based compensation expense is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cash-settled share-based compensation expense	$	10	$	2	$	39	$	18
Share-settled share-based compensation expense	5		9		17		18
	$	15	$	11	$	56	$	36

Cash-Settled Awards

The Company grants restricted stock units (“RSUs”) and performance share units (“PSUs”) to certain key employees that are payable in cash. These awards are classified as liabilities, and are valued based on the fair value of the award at the grant date, and then remeasured at each reporting date until settlement with compensation expense being recognized in proportion to the completed requisite period up until the date of settlement. Additionally, compensation expense for PSUs is recognized ratably over the requisite service period if it is probable the performance target related to the PSUs will be achieved and subsequently adjusted if this probability assessment changes. The PSUs have the potential to pay out between zero and 200%, based on performance target achievement.

The following table reflects the number of cash-settled share-based units outstanding:


	September 30, 2022	December 31, 2021
RSUs	1,188,372	1,451,422
PSUs	4,376,689	2,951,316
	5,565,061	4,402,738

The following table reflects the cash-settled share-based liabilities:


	September 30, 2022		December 31, 2021
Cash-settled share-based RSU liability	$	15	$	6
Cash-settled share-based PSU liability	36		10
	$	51	$	16

At September 30, 2022, $36 million in unrecognized costs on the cash-settled awards is expected to be recognized over a weighted average period of approximately two years.

Share-Settled Awards

The Company grants RSUs and PSUs to certain key employees that are payable in common stock. These awards are settled in shares upon vesting, and valued at the grant date fair value with compensation expense being recognized in proportion to the completed requisite period up until the date of settlement. Additionally, compensation expense for PSUs is recognized ratably over the requisite service period if it is probable the performance target related to the PSUs will be achieved and subsequently adjusted if this probability assessment changes.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

The following table reflects the changes in share-settled RSUs and share-settled PSUs for the nine months ended September 30, 2022:


	Share-Settled RSUs		Share-Settled PSUs
		Units	Weighted Avg. Grant Date Fair Value		Units	Weighted Avg. Grant Date Fair Value
Nonvested balance at beginning of period		3,117,058	$	13.94	328,296	$	24.72
Granted		2,520,753	10.52		—	—
Vested		(1,372,513)	17.62		(276,316)	24.72
Forfeited		(153,922)	12.02		(51,980)	24.72
Nonvested balance at end of period		4,111,376	$	10.41	—	$	—

At September 30, 2022, $28 million in unrecognized costs on the share-settled awards is expected to be recognized over a weighted average period of approximately two years.

13. Shareholders’ Equity

Common Stock

Common Stock Outstanding

The Company has authorized 175,000,000 shares ($0.01 par value) of Class A Voting Common Stock (“Class A Common Stock”) at September 30, 2022 and December 31, 2021. The Company has authorized 25,000,000 shares ($0.01 par value) of Class B Non-Voting Common Stock (“Class B Common Stock”) at September 30, 2022 and December 31, 2021.

Total common stock outstanding and changes in common stock issued are as follows:


	Class A Common Stock		Class B Common Stock
	Nine Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Shares issued at beginning of period	96,713,188	75,714,163	—	20,308,454
Issued pursuant to benefit plans	1,799,929	942,957	—	—
Withheld for taxes pursuant to benefit plans	(427,901)	(302,066)	—	—
Class B common stock converted to Class A common stock	—	20,308,454	—	(20,308,454)
Shares issued at end of period	98,085,216	96,663,508	—	—

Treasury stock	14,592,888	14,592,888	—	—
Total shares outstanding	83,492,328	82,070,620	—	—

Class B Common Stock Conversion

During the nine months ended September 30, 2021, Icahn Enterprises L.P. (“IEP”) and its affiliates converted all of its remaining 20,308,454 shares of the Company’s Class B Common Stock into 20,308,454 shares of Class A Common Stock.

Preferred Stock

The Company had 50,000,000 shares of preferred stock ($0.01 par value) authorized at September 30, 2022 and December 31, 2021. No shares of preferred stock were issued or outstanding at those dates.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

Accumulated Other Comprehensive Income (Loss)

The following represents the Company’s changes in accumulated other comprehensive income (loss) by component:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Foreign currency translation adjustments:
Balance at beginning of period	$	(656)	$	(383)	$	(471)	$	(395)
Other comprehensive income (loss) before reclassifications adjustments	(213)		(74)		(398)		(62)


Balance at end of period	(869)		(457)		(869)		(457)

Defined benefit plans:
Balance at beginning of period	(126)		(347)		(126)		(353)

Reclassification from other comprehensive income (loss)	—		3		—		10
Income tax benefit (provision)	—		—		—		(1)
Balance at end of period	(126)		(344)		(126)		(344)

Cash flow hedges:
Balance at beginning of period	(8)		1		2		4
Other comprehensive income (loss) before reclassifications	(6)		—		(13)		1
Reclassification from other comprehensive income (loss)	2		(1)		(2)		(5)
Income tax benefit (provision)	—		—		1		—
Balance at end of period	(12)		—		(12)		—

Accumulated other comprehensive loss at end of period	$	(1,007)	$	(801)	$	(1,007)	$	(801)

Other comprehensive income (loss) attributable to noncontrolling interests, net of tax	$	(25)	$	(5)	$	(50)	$	(7)

14. Segment Information

Tenneco consists of four operating segments: Motorparts, Performance Solutions, Clean Air, and Powertrain. Costs related to other business activities, primarily corporate headquarter functions, are disclosed separately from the four operating segments as “Corporate.”

Management uses EBITDA including noncontrolling interests as the key performance measure of segment profitability and uses the measure in its financial and operational decision-making processes, for internal reporting, and for planning and forecasting purposes to effectively allocate resources. EBITDA including noncontrolling interests is defined as earnings before interest expense, income taxes, noncontrolling interests, and depreciation and amortization. Segment assets are not presented as it is not a measure reviewed by the Chief Operating Decision Maker (“CODM”) in allocating resources and assessing performance.

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

EBITDA including noncontrolling interests should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income, which is the most directly comparable financial measure to EBITDA including noncontrolling interests that is in accordance with U.S. GAAP. EBITDA including noncontrolling interests, as determined and measured by the Company, should not be compared to similarly titled measures reported by other companies.

Segment results are as follows:


	Reportable Segments
	Motorparts		Performance Solutions		Clean Air		Powertrain		Total		Reclass & Elims		Total
Three Months Ended September 30, 2022
Revenues from external customers	$	723	$	849	$	2,335	$	1,024	$	4,931	$	—	$	4,931
Intersegment revenues	$	10	$	18	$	4	$	40	$	72	$	(72)	$	—
Equity in earnings (losses) of nonconsolidated affiliates, net of tax	$	3	$	—	$	(1)	$	1	$	3	$	—	$	3
Three Months Ended September 30, 2021
Revenues from external customers	$	769	$	686	$	1,936	$	941	$	4,332	$	—	$	4,332
Intersegment revenues	$	8	$	23	$	4	$	52	$	87	$	(87)	$	—
Equity in earnings (losses) of nonconsolidated affiliates, net of tax	$	2	$	1	$	—	$	7	$	10	$	—	$	10
Nine Months Ended September 30, 2022
Revenues from external customers	$	2,174	$	2,433	$	6,575	$	3,063	$	14,245	$	—	$	14,245
Intersegment revenues	$	30	$	60	$	14	$	131	$	235	$	(235)	$	—
Equity in earnings (losses) of nonconsolidated affiliates, net of tax	$	11	$	(1)	$	(1)	$	16	$	25	$	—	$	25
Nine Months Ended September 30, 2021
Revenues from external customers	$	2,282	$	2,188	$	6,084	$	3,092	$	13,646	$	—	$	13,646
Intersegment revenues	$	27	$	72	$	14	$	146	$	259	$	(259)	$	—
Equity in earnings (losses) of nonconsolidated affiliates, net of tax	$	9	$	2	$	—	$	36	$	47	$	—	$	47

Segment EBITDA including noncontrolling interests and the reconciliation to earnings (loss) before interest expense, income taxes, and noncontrolling interests are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
EBITDA including noncontrolling interests by segment:
Motorparts	$	73	$	111	$	229	$	280
Performance Solutions	41		42		67		117
Clean Air	131		138		338		430
Powertrain	90		71		198		280
Total reportable segments	335		362		832		1,107
Corporate	(66)		(90)		(182)		(204)
Depreciation and amortization	(140)		(147)		(429)		(447)
Earnings (loss) before interest expense, income taxes, and noncontrolling interests	129		125		221		456
Interest expense	(90)		(66)		(232)		(205)
Income tax (expense) benefit	(67)		(34)		(140)		(122)
Net income (loss)	$	(28)	$	25	$	(151)	$	129

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

Disaggregated Revenue

Original Equipment

Value-Added Sales

OE revenue is generated from providing OE manufacturers and servicers with products for automotive, commercial truck, off-highway, and industrial applications. Supply relationships typically extend over the life of the related vehicle, subject to interim design and technical specification revisions, and do not require the customer to purchase a minimum quantity.

Substrate/Passthrough Sales

Generally, in connection with the sale of exhaust systems to certain OE manufacturers, the Company purchases catalytic converters and diesel particulate filters or components thereof including precious metals (“substrates”) on behalf of its customers which are used in the assembled system. These substrates are included in inventory and are “passed through” to the customer at cost, plus a small margin. Since the Company takes title to the substrate inventory and has responsibility for both the delivery and quality of the finished product including the substrates, the revenues and related expenses are recorded at gross amounts.

Aftermarket

Aftermarket revenue is generated from providing products for the global vehicle aftermarket to a wide range of warehouse distributors, retail parts stores, and mass merchants that distribute these products to customers ranging from professional service providers to “do-it-yourself” consumers.

Revenue from contracts with customers is disaggregated by customer type and geography, as it depicts the nature and amount of the Company’s revenue that is aligned with the Company’s key growth strategies. In the following tables, revenue is disaggregated accordingly:


	Reportable Segments
By Customer Type	Motorparts		Performance Solutions		Clean Air		Powertrain		Total
Three Months Ended September 30, 2022
OE - Substrate	$	—	$	—	$	1,295	$	—	$	1,295
OE - Value add	—		830		1,040		1,024		2,894
Aftermarket	723		19		—		—		742
Total	$	723	$	849	$	2,335	$	1,024	$	4,931
Three Months Ended September 30, 2021
OE - Substrate	$	—	$	—	$	1,039	$	—	$	1,039
OE - Value add	—		668		897		941		2,506
Aftermarket	769		18		—		—		787
Total	$	769	$	686	$	1,936	$	941	$	4,332
Nine Months Ended September 30, 2022
OE - Substrate	$	—	$	—	$	3,517	$	—	$	3,517
OE - Value add	—		2,371		3,058		3,063		8,492
Aftermarket	2,174		62		—		—		2,236
Total	$	2,174	$	2,433	$	6,575	$	3,063	$	14,245
Nine Months Ended September 30, 2021
OE - Substrate	$	—	$	—	$	3,208	$	—	$	3,208
OE - Value add	—		2,133		2,876		3,092		8,101
Aftermarket	2,282		55		—		—		2,337
Total	$	2,282	$	2,188	$	6,084	$	3,092	$	13,646

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)


	Reportable Segments
By Geography	Motorparts		Performance Solutions		Clean Air		Powertrain		Total
Three Months Ended September 30, 2022
North America	$	451	$	275	$	1,105	$	356	$	2,187
Europe, Middle East, Africa and South America	218		325		583		489		1,615
Asia Pacific	54		249		647		179		1,129
Total	$	723	$	849	$	2,335	$	1,024	$	4,931
Three Months Ended September 30, 2021
North America	$	475	$	218	$	762	$	300	$	1,755
Europe, Middle East, Africa and South America	237		286		503		464		1,490
Asia Pacific	57		182		671		177		1,087
Total	$	769	$	686	$	1,936	$	941	$	4,332
Nine Months Ended September 30, 2022
North America	$	1,352	$	784	$	2,974	$	1,034	$	6,144
Europe, Middle East, Africa and South America	660		996		1,889		1,522		5,067
Asia Pacific	162		653		1,712		507		3,034
Total	$	2,174	$	2,433	$	6,575	$	3,063	$	14,245
Nine Months Ended September 30, 2021
North America	$	1,430	$	681	$	2,425	$	944	$	5,480
Europe, Middle East, Africa and South America	687		965		1,824		1,575		5,051
Asia Pacific	165		542		1,835		573		3,115
Total	$	2,282	$	2,188	$	6,084	$	3,092	$	13,646

15. Related Party Transactions

IEP no longer owns 5% or more of the Company’s Class A Common Stock. During the second quarter of 2021, IEP and its subsidiaries, including Icahn Automotive Group LLC, were no longer considered related parties of the Company. The Company’s net sales with Icahn Automotive Group LLC, which represent net sales with IEH Auto Parts LLC and Pep Boys—Manny, Moe & Jack, were $71 million for the six months ended June 30, 2021. The Company also had royalty and other income (expense) with Icahn Automotive Group LLC and PSC Metals of $2 million for the six months ended June 30, 2021.

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References herein to “Tenneco”, the “Company”, “we”, “us”, and “our” refer to Tenneco Inc. and its consolidated subsidiaries. Unless otherwise stated, all comparisons of September 30, 2022 financial results are to September 30, 2021 financial results.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the condensed consolidated financial statements and related notes included in Item 1 of this quarterly report on Form 10-Q and the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (“SEC”) on February 24, 2022 (the “2021 Form 10-K”).

EXECUTIVE OVERVIEW

Our Business

We design, manufacture, market, and distribute products and services for light vehicle, commercial truck, off-highway, industrial, motorsport, and aftermarket customers. Our business consists of four operating segments, Motorparts, Performance Solutions, Clean Air, and Powertrain and serves both original equipment (“OE”) manufacturers and the repair and replacement markets worldwide. We supply OE parts to vehicle manufacturers for use in light vehicles, commercial vehicles, and other mobility markets; and the global aftermarket with replacement parts that are sold to wholesalers, retailers, and installers, as well as original equipment service (“OES”) parts to OE customers to support their service channels. We serve our customers through our brands, including Monroe®, Champion®, Öhlins®, MOOG®, Walker®, Fel-Pro®, Wagner®, Ferodo®, Rancho®, Thrush®, National®, and Sealed Power® and others.

Factors that continue to be critical to our success include winning new business awards, managing our overall global manufacturing and fulfillment footprint to ensure proper placement and workforce levels in line with business needs, maintaining competitive wages and benefits, maximizing efficiencies in manufacturing processes, positioning the business to adapt to changes in vehicle electrification, and reducing overall costs. In addition, our ability to adapt to key industry trends, such as a shift in consumer preferences to other vehicles in response to higher fuel costs and other economic, social or environmental factors, increasing technologically sophisticated content, changing aftermarket distribution channels, increasing environmental standards, and extended product life of automotive parts, also play a critical role in our success. Other factors that are critical to our success include adjusting to economic challenges such as managing the availability of materials or increases in the cost of raw materials and our ability to successfully reduce the effect of any such cost increases through material substitutions, cost reduction initiatives, and other methods.

Tenneco consists of four operating segments, Motorparts, Performance Solutions, Clean Air, and Powertrain:

•The Motorparts segment designs, manufactures, sources, markets, and distributes a broad portfolio of brand-name products in the global vehicle aftermarket while also servicing the OES market. Motorparts products are organized into categories, including shocks and struts, steering and suspension, braking, sealing, emissions control, engine, and maintenance;

•The Performance Solutions segment designs, manufactures, markets, and distributes a variety of products and systems designed to optimize the ride experience to a global OE customer base, including noise, vibration, and harshness performance materials, advanced suspension technologies, ride control, braking, and system protection. Performance Solutions is agnostic to powertrain technologies;

•The Clean Air segment designs, manufactures, and distributes a variety of products and systems designed to reduce pollution and optimize engine performance, acoustic tuning, and weight on a vehicle for light vehicle, commercial truck, and off-highway OE customers; and

•The Powertrain segment designs, manufactures, and distributes a variety of OE powertrain products for light vehicle, commercial truck, off-highway, and industrial applications to OE customers for use in new vehicle production and OES parts to support their service and distribution channels.

Costs related to other business activities, primarily corporate headquarter functions, are disclosed separately from the four operating segments as “Corporate.” See Note 14, “Segment Information”, in our condensed consolidated financial statements located in Part I, Item 1 of this Form 10-Q for additional information.

Proposed Merger

At the Effective Time, subject to the terms and conditions set forth in the Merger Agreement, each RSU and each PSU of Tenneco that is outstanding immediately prior to the Effective Time will automatically be cancelled and converted into the holder’s right to receive a cash amount (subject to any applicable withholding taxes) calculated based on the per-share Merger consideration of $20.00.

The Company’s Board of Directors and the sole member or board of directors, as applicable, of Parent and Merger Sub have each unanimously approved the Merger and the Merger Agreement. On June 7, 2022, the Company’s stockholders approved the Merger and Merger Agreement, and the closing of the Merger is subject to various conditions, including (i) the absence of any order, injunction or other legal or regulatory restraint making illegal, enjoining or otherwise prohibiting the closing of the Merger; (ii) the receipt of clearances and/or approvals under applicable foreign competition and/or other laws; (iii) the accuracy of the representations and warranties contained in the Merger Agreement, subject to customary materiality qualifications; and (iv) compliance with the covenants and agreements contained in the Merger Agreement as of the closing of the Merger. In addition, the obligation of Parent and Merger Sub to consummate the Merger is subject to the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect (as defined in the Merger Agreement under clause (b) of such definition). The closing of the Merger is not subject to a financing condition, and Parent has obtained equity and debt financing commitments for the purpose of financing the Merger and the other transactions contemplated by the Merger Agreement.

Financial Results for the Nine Months Ended September 30, 2022

Consolidated revenues were $14,245 million, an increase of $599 million, or 4%, for the nine months ended September 30, 2022. Higher sales volume of $569 million and the net favorable effects of other, which includes recoveries of commodity price increases, of $637 million caused an increase in consolidated revenue, which was partially offset by the unfavorable effects of foreign currency exchange of $607 million.

Cost of sales were $12,663 million, an increase of $853 million, or 7%, for the nine months ended September 30, 2022. The primary driver of the increase is the unfavorable effects of materials sourcing of $666 million, the net effects of higher sales volume and unfavorable mix of $617 million, and the net unfavorable effects of other costs of $137 million. These were partially offset by the favorable effects of foreign currency exchange of $527 million and a decrease of $40 million in a non-cash write-down of inventory that the Motorparts segment recognized in connection with its initiative to rationalize its supply chain and distribution network as compared to the nine months ended September 30, 2021.

Results for the nine months ended September 30, 2022 was a net loss of $151 million as compared to net income of $129 million for the nine months ended September 30, 2021. Contributing to the change from net income to a net loss are the following:

•a decrease in equity in earnings (losses) of nonconsolidated affiliates, net of tax of $22 million, primarily attributable to the decrease in equity in earnings of nonconsolidated affiliates located in Turkey and China;

•a non-cash gain on extinguishment of debt of $8 million that was recognized for the nine months ended September 30, 2021 related to the discharge of the 4.875% euro floating rate notes due 2024 and 5.000% euro fixed rate notes due 2024;

•an increase in interest expense of $27 million primarily due to higher average interest rates on variable debt, higher average outstanding borrowings on the revolver, along with overall higher interest rates on our senior secured notes, and an increase of $10 million in financing charges on sales of accounts receivable primarily driven by higher factoring balances and higher average interest rates. The increase was partially offset by the effect of lower average outstanding borrowing on term loans; and

•an increase in income tax expense of $18 million primarily due to the effects of pre-tax income that is taxed at rates higher than the U.S. statutory rate and a disproportionate share of pre-tax losses in jurisdictions with valuation allowances for which no tax benefit is recognized, as well as a $7 million non-cash benefit related to the release of a valuation allowance during the nine months ended September 30, 2022.

These unfavorable effects were partially offset by:

•a decrease in selling, general, and administrative expenses of $36 million, primarily attributable to the favorable effects of foreign currency exchange and the effects of lower net compensation and employee benefits, partially offset by higher strategic and transaction related costs; and

•a decrease in depreciation and amortization of $18 million, primarily attributable to the favorable effects of foreign currency exchange.

Recent Trends and Market Conditions

Recent events affecting our business include the COVID-19 global pandemic (including the implementation of government lockdowns in China), the semiconductor shortage, the Russia and Ukraine conflict, other supply chain challenges, and the effects of inflation, commodity cost increases and rising interest rates on the overall macroeconomic environment. We do not have significant operations in Russia or Ukraine compared to our global operations, but our operations in these regions have been disrupted due to the conflict. Sales from our Russian subsidiaries and sales into Russia and Ukraine from our global subsidiaries were less than 1% of our consolidated “Net sales and operating revenue” for the year ended December 31, 2021.

We use various raw materials, including steel and other metals. We obtain steel from a number of sources pursuant to various contractual and other arrangements. Due to recent supply chain constraints within the automotive industry, which may be exacerbated by the conflict in Ukraine, we may encounter difficulty in obtaining steel and other commodities, including energy, at current contractual prices and as a result may incur higher costs to procure these items. In addition, the automotive industry continues to face a shortage of semiconductors, which has led to production disruptions globally and created operating challenges for the automotive supplier base. We expect industry production to remain volatile for the foreseeable future and, sustained unfavorable commodity prices, volatility in commodity prices or changes in markets for a given commodity could negatively affect our operations.

We are experiencing other supply chain challenges, along with the effects of inflation on commodities, including raw materials and energy, other purchases, and labor. Further, unfavorable conditions such as a general slowdown of the global or U.S. economy, uncertainty and volatility in the financial markets, or additional inflationary factors, commodity cost increases, and rising interest rates could result in higher operating expenses and project costs for us.

Additionally, the Russia and Ukraine conflict and the sanctions imposed in response to this conflict have increased global economic and political uncertainty. While neither Russia nor Ukraine constitutes a material portion of our business, a significant escalation or expansion of economic disruption or the conflict’s current scope (including reduced availability and increased costs for energy and raw materials, among other things) could disrupt our supply chain, broaden inflationary costs, and have a material adverse effect on our results of operations.

There is inherent uncertainty in the continuation of the trends discussed below. In addition, there may be other factors or trends that can have an effect on our business. Our business and operating results are affected by the relative strength of:

General economic conditions

Our OE business is directly related to automotive vehicle production by our customers. Automotive production levels depend on a number of factors, including global and regional economic conditions. Demand for aftermarket products is driven by four primary factors: the number of vehicles in operation (VIO); the average age of vehicles; vehicle usage trends (primarily miles driven); and component failure and wear rates.

The COVID-19 global pandemic has negatively affected the global economy, disrupted global supply chains, and created extreme volatility and disruptions to capital and credit markets in the global financial markets. The extent of the effects of the COVID-19 pandemic will depend on a number of factors, including the duration and severity of the pandemic or subsequent resurgence of the outbreaks, the effects and extent of COVID-19 variants, related government responses, the rate of economic recovery from the pandemic, vaccination rates, and the effectiveness of available vaccines. There continues to be many uncertainties that remain related to COVID-19 that could negatively affect our results of operations, financial position, and cash flows.

The uncertain nature, magnitude, and duration of hostilities stemming from Russia’s recent military invasion of Ukraine, including the potential effects of sanctions limitations, retaliatory cyber-attacks, and potential shipping delays, have contributed to increased market volatility and economic uncertainty. The effect of the invasion of Ukraine, including economic sanctions or additional war or military conflict, as well as potential responses by Russia, is currently unknown and could adversely affect the Company’s business, supply chain, suppliers, customers and potential consumer demand for our products.

Global vehicle production levels

Global light vehicle production levels (According to IHS Markit, October, 2022)

For the three months ended September 30, 2022, global light vehicle production was up across all major markets in which we operate by 27% overall compared to the same period in the prior year. Global light vehicle production in the three months ended September 30, 2021 experienced significant disruptions due to semiconductor shortages and created a favorable year-over-year growth comparison. Light vehicle production levels were up in South America by 33%, India by 33%, China by 31%, North America by 24%, and Europe by 20%.

For the nine months ended September 30, 2022, global light vehicle production was up 7% overall compared to the same period in the prior year. Light vehicle production levels were up 24% in India, 11% in North America, 10% in South America, and 11% in China, which was partially offset by a production level decrease of 3% in Europe.

Global commercial truck production levels (According to IHS Markit, August, 2022)

For the three months ended September 30, 2022, global commercial truck production increased 10% as compared to the same period in the prior year. Production levels were up 26% in India, 14% in North America, 12% in China, and 6% in Europe. Brazil production was flat compared to the same period in prior year.

For the nine months ended September 30, 2022, global commercial truck production decreased 19% as compared to the same period in the prior year. Production declined by 44% in China, 4% in Brazil, and 3% in Europe, while production levels were up 26% in India and 15% in North America. The significant production decline in China is primarily due to the effects of COVID-19, supply chain challenges and the difficult growth comparisons in the first quarter of 2022.

Fuel efficiency, powertrain evolution, and vehicle electrification

Various jurisdictions around the world have announced plans to limit the production of new diesel and gasoline powered vehicles in the future. Major vehicle manufacturers have announced their intention to reduce and phase out production of diesel and gasoline powered vehicles during the next two decades. However, for the foreseeable future, it is expected that the majority of the powertrains for light and commercial vehicles will be gasoline and diesel engines (including hybrids, which combine a battery electric drive with a combustion engine). While we see similar electrification trends for light vehicle and commercial vehicle, we expect light vehicles will experience those trends in advance of commercial vehicles. We expect to monitor those trends and adopt our business strategy accordingly.

Business Strategy

We are a leading diversified, global supplier of innovative products and services to light vehicle, commercial truck, off-highway, industrial, and aftermarket customers. Our strategy focuses on addressing the evolving needs of our OE and aftermarket customers around the world to drive growth. As discussed in more detail in our 2021 Form 10-K, the key components of our business strategy are as follows:

•Continue to optimize operational performance by aggressively pursuing cost competitiveness in all business segments and continuing to drive cash flow generation and meet capital allocation objectives;

•Pursue focused transactional opportunities, consistent with our capital allocation priorities, product line enhancements, technological advancements, geographic positioning, penetration of emerging markets, and market share growth; and

•Adapt cost structure to economic realities.

Original Equipment Specific Strategies

The converging forces of connectivity, autonomy, electrification, and shared mobility are spawning a new age of automotive autonomy and a unique opportunity to position our business for significant growth and profitability. We strive to strengthen our global position by designing, manufacturing, delivering, and marketing technologically innovative products and solutions for OE manufacturers. As discussed in more detail in our 2021 Form 10-K, the key components of our OE strategy are as follows:

•Capitalize on our breadth of technology, differentiated products, and global reach to support and strengthen relationships with existing and emerging OE customers across the world;

•Maintain technological leadership to drive further growth from secular market trends (our performance solutions division will leverage its innovative technology, NVH performance materials, differentiated products, and advanced system capabilities to provide innovative solutions; as well as, accelerate the development of advanced technology suspension solutions, while also fast-tracking time to market);

•Invest in applications that benefit from global light vehicle battery electric vehicle (BEV) adoption (we have prioritized investments in light vehicle product lines and applications that have content growth opportunities in light vehicle BEV and are agnostic to an anticipated increase in adoption rates); and

•Penetrate adjacent market segments (aggressively leverage our technology and engineering leadership in powertrain, clean air, performance solutions and aftermarket into adjacent sales opportunities for commercial trucks, buses, agricultural equipment, construction machinery, and other vehicles in other regions around the world).

Aftermarket Specific Strategies

Our aftermarket business strategy incorporates a go-to-market model that we believe differentiates us from our competitors and creates structural support for sustained revenue growth. The model is designed to drive revenue growth by capitalizing on three of our key competitive strengths: a leading portfolio of products and brands; extensive global manufacturing, distribution and service capabilities; and market intelligence gathered from our distributors, installers, and consumers.

We expect this distinctive go-to-market model will result in a sustainable competitive advantage, particularly as the industry trends previously mentioned disrupt the traditional aftermarket landscape and business practices. We expect the demand for replacement parts to increase as a result of the increase in the average age of VIO and the increase in the average miles driven per year. The characteristics of aftermarket sales and distribution are defined regionally, which require localized strategies to address the key success factors of our customers. As discussed in more detail in our 2021 Form 10-K, the key components of our aftermarket strategy are as follows:

•Leverage the strength of our global aftermarket leading brands positions, product portfolio and range, marketing and selling expertise, and distribution and logistics capabilities for global growth;

•Continue to strengthen our aftermarket capabilities and product offerings in mature markets, including North America and Europe; and

•Increase aftermarket position in high-growth regions, notably in Asia Pacific.

Critical Accounting Estimates

Refer to our 2021 Form 10-K.

Non-GAAP Measures

We use EBITDA including noncontrolling interests as the key performance measure of segment profitability and use the measure in our financial and operational decision-making processes, for internal reporting, and for planning and forecasting purposes to effectively allocate resources. EBITDA including noncontrolling interests is defined as earnings before interest expense, income taxes, noncontrolling interests, and depreciation and amortization. EBITDA including noncontrolling interests should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income, which is the most directly comparable financial measure to EBITDA including noncontrolling interests that is in accordance with U.S. GAAP. EBITDA including noncontrolling interests, as determined and measured by us, should not be compared to similarly titled measures reported by other companies.

RESULTS OF OPERATIONS

For the Three and Nine Months Ended September 30, 2022 compared to the Three and Nine Months Ended September 30, 2021

Consolidated Results of Operations

The following table presents our condensed consolidated results of operations.


	Three Months Ended September 30,				Favorable (Unfavorable)				Nine Months Ended September 30,				Favorable (Unfavorable)
	2022		2021		$ Change		% Change(1)		2022		2021		$ Change		% Change(1)
	(millions, except percent and per share amounts)
Revenues
Net sales and operating revenues	$	4,931	$	4,332	$	599	14	%	$	14,245	$	13,646	$	599	4	%
Costs and expenses
Cost of sales (exclusive of depreciation and amortization)	4,388		3,776		(612)		(16)	%	12,663		11,810		(853)		(7)	%
Selling, general, and administrative	219		240		21		9	%	728		764		36		5	%
Depreciation and amortization	140		147		7		5	%	429		447		18		4	%
Engineering, research, and development	71		71		—		—	%	220		216		(4)		(2)	%
Restructuring charges, net and asset impairments	3		(4)		(7)		175	%	45		48		3		6	%

	4,821		4,230		(591)		(14)	%	14,085		13,285		(800)		(6)	%
Other income (expense)
Non-service pension and postretirement benefit (costs) credits	3		4		(1)		(25)	%	9		10		(1)		(10)	%
Equity in earnings (losses) of nonconsolidated affiliates, net of tax	3		10		(7)		(70)	%	25		47		(22)		(47)	%
Gain (loss) on extinguishment of debt	—		—		—		—	%	—		8		(8)		(100)	%
Other income (expense), net	13		9		4		44	%	27		30		(3)		(10)	%
	19		23		(4)		(17)	%	61		95		(34)		(36)	%
Earnings (loss) before interest expense, income taxes, and noncontrolling interests	129		125		4		3	%	221		456		(235)		(52)	%
Interest expense	(90)		(66)		(24)		(36)	%	(232)		(205)		(27)		(13)	%
Earnings (loss) before income taxes and noncontrolling interests	39		59		(20)		(34)	%	(11)		251		(262)		(104)	%
Income tax (expense) benefit	(67)		(34)		(33)		(97)	%	(140)		(122)		(18)		(15)	%
Net income (loss)	(28)		25		(53)		n/m		(151)		129		(280)		n/m
Less: Net income (loss) attributable to noncontrolling interests	16		10		(6)		(60)	%	52		59		7		12	%
Net income (loss) attributable to Tenneco Inc.	$	(44)	$	15	$	(59)	n/m		$	(203)	$	70	$	(273)	n/m
Earnings (loss) per share
Basic earnings (loss) per share:
Earnings (loss) per share	$	(0.53)	$	0.17					$	(2.44)	$	0.85
Weighted average shares outstanding	83.7		82.3						83.5		82.2
Diluted earnings (loss) per share:
Earnings (loss) per share	$	(0.53)	$	0.17					$	(2.44)	$	0.83
Weighted average shares outstanding	83.7		84.1						83.5		83.5

(1) Percentages above denoted as “n/m” are not meaningful to present in the table.

Revenues

Three-months ended: Revenues increased by $599 million, or 14%, as compared to the three months ended September 30, 2021. The primary drivers of the increase are higher sales volume of $657 million and the net favorable effects of other, which includes recoveries of commodity price increases, of $218 million. These favorable effects were partially offset by the unfavorable effects of foreign currency exchange of $276 million.

The table below reflects consolidated revenues for the three months ended September 30, 2022 and 2021 (amounts in millions):


Three months ended September 30, 2021	$	4,332

Drivers in the change of organic revenues:
Volume and mix	657
Currency exchange rates	(276)
Others	218
Three months ended September 30, 2022	$	4,931

Nine-months ended: The following table lists the primary drivers behind the change in revenues for the nine months ended September 30, 2022 and 2021 (amounts in millions):


Nine months ended September 30, 2021	$	13,646

Drivers in the change of organic revenues:
Volume and mix	569
Currency exchange rates	(607)
Others	637
Nine months ended September 30, 2022	$	14,245

Cost of sales

Three-months ended: Cost of sales increased by $612 million, or 16%, as compared to the three months ended September 30, 2021. The primary drivers of the increase are the net effects of higher sales volume and unfavorable mix of $592 million, the unfavorable effects of materials sourcing of $173 million, and the net unfavorable effects of other costs of $72 million, partially offset by favorable effects of foreign currency exchange of $225 million as compared to the three months ended September 30, 2021.

The table below reflects consolidated cost of sales for the three months ended September 30, 2022 and 2021 (amounts in millions):


Three months ended September 30, 2021	$	3,776

Drivers in the change of organic cost of sales:
Volume and mix	592
Materials sourcing	173
Currency exchange rates	(225)

Others	72
Three months ended September 30, 2022	$	4,388

Nine-months ended: The following table lists the primary drivers behind the change in cost of sales for the nine months ended September 30, 2022 and 2021 (amounts in millions):


Nine months ended September 30, 2021	$	11,810

Drivers in the change of organic cost of sales:
Volume and mix	617
Materials sourcing	666
Currency exchange rates	(527)
Inventory write-down	(40)
Others	137
Nine months ended September 30, 2022	$	12,663

Selling, general, and administrative (SG&A)

Three-months ended: SG&A decreased by $21 million to $219 million compared to $240 million for the three months ended September 30, 2021. The decrease was primarily attributable to the favorable effects of foreign currency exchange and due to lower net compensation and employee benefits during the three months ended September 30, 2022, partially offset by an increase in SG&A related to strategic and transaction costs.

Nine-months ended: SG&A decreased by $36 million to $728 million compared to $764 million for the nine months ended September 30, 2021. The decrease was primarily attributable to the favorable effects of foreign currency exchange and due to lower net compensation and employee benefits during the nine months ended September 30, 2022, partially offset by an increase in SG&A related to strategic and transaction costs.

Depreciation and amortization

Three-months ended: Depreciation and amortization decreased by $7 million to $140 million as compared to $147 million for the three months ended September 30, 2021, primarily attributable to the favorable effects of foreign currency exchange.

Nine-months ended: Depreciation and amortization decreased by $18 million to $429 million as compared to $447 million for the nine months ended September 30, 2021, primarily attributable to the favorable effects of foreign currency exchange.

Engineering, research, and development

Three-months ended: Engineering, research, and development was flat at $71 million as compared to the three months ended September 30, 2021.

Nine-months ended: Engineering, research, and development increased by $4 million to $220 million as compared to $216 million for the nine months ended September 30, 2021. The increase was due primarily to an increase in research and development activities during the nine months ended September 30, 2022, partially offset by the favorable effects of foreign currency exchange.

Restructuring charges, net and asset impairments

Three-months ended: Restructuring charges, net and asset impairments increased by $7 million to $3 million of net charges as compared to $4 million of net credits for the three months ended September 30, 2021. The increase was primarily attributable to an increase, including the effects of revisions in estimates, of $8 million for cash severance costs expected to be paid as part of global headcount and cost reduction actions across all segments and regions, including plant consolidations, relocations, and closures, during the three months ended September 30, 2022 as compared to the three months ended September 30, 2021. There was also a decrease of $1 million in other non-restructuring asset impairments in the Motorparts segment as compared to the three months ended September 30, 2021.

Nine-months ended: Restructuring charges, net and asset impairments decreased by $3 million to $45 million as compared to $48 million for the nine months ended September 30, 2021. The decrease was primarily due to a decrease of $3 million for cash severance costs expected to be paid as part of global headcount and cost reduction actions across all segments and regions, including plant relocations and closure. Asset impairments were flat as compared to the nine months ended September 30, 2021. The decrease of $1 million in asset impairment charges related to restructuring actions for the Motorparts segment and decrease of $2 million in corporate in other non-restructuring asset impairments related to rights of use assets, were completely offset by the increase of $1 million in other non-restructuring asset impairments in the Motorparts segment and the increase in impairment charges related to assets held for sale of $2 million in the Powertrain segment as compared to the nine months ended September 30, 2021.

Non-service pension and postretirement benefit (costs) credits

Three-months ended: Non-service pension and postretirement benefit (costs) credits decreased by $1 million to a net credit of $3 million as compared to a net credit of $4 million for the three months ended September 30, 2021. The change was primarily attributable to higher interest costs resulting from higher discount rates along with a decrease in expected return on plan assets due to the decrease in long-term rate of return partially offset by the reduction in amortization expense.

Nine-months ended: Non-service pension and postretirement benefit (costs) credits decreased by $1 million to a net credit of $9 million as compared to a net credit of $10 million for the nine months ended September 30, 2021. The change was primarily attributable to higher interest costs resulting from higher discount rates along with a decrease in expected return on plan assets due to the decrease in long-term rate of return partially offset by the reduction in amortization expense.

Equity in earnings (losses) of nonconsolidated affiliates, net of tax

Three-months ended: Equity in earnings (losses) of nonconsolidated affiliates, net of tax decreased by $7 million as compared to the three months ended September 30, 2021. The decrease was primarily attributable to nonconsolidated affiliates located in Turkey and China.

Nine-months ended: Equity in earnings (losses) of nonconsolidated affiliates, net of tax decreased by $22 million as compared to the nine months ended September 30, 2021. The decrease was primarily attributable to the decrease in equity in earnings of nonconsolidated affiliates located in Turkey and China.

Gain (loss) on extinguishment of debt

Three-months ended: There was no gain (loss) on extinguishment of debt in either the three months ended September 30, 2022 or the three months ended September 30, 2021.

Nine-months ended: A non-cash gain on extinguishment of debt of $8 million was recognized for the nine months ended September 30, 2021 related to the discharge of the 4.875% euro floating rate notes due 2024 and 5.000% euro fixed rate notes due 2024.

Other income (expense), net

Three-months ended: Other income (expense), net increased by $4 million as compared to the three months ended September 30, 2021. The increase was primarily attributable to a lower anti-dumping charge recognized in the three months ended September 30, 2022 as compared to the three months ended September 30, 2021.

Nine-months ended: Other income (expense), net decreased by $3 million as compared to the nine months ended September 30, 2021. The decrease was primarily attributable to the losses recognized related to the sale of shares in an unconsolidated affiliate.

Interest expense

Three-months ended: Interest expense increased by $24 million as compared to the three months ended September 30, 2021. The increase was primarily due to higher average interest rates on variable debt, higher average outstanding borrowings on the revolver, and an increase of $5 million in financing charges on sales of accounts receivable primarily driven by higher factoring balances and higher average interest rates. The increase was partially offset by the effect of lower average outstanding borrowing on term loans.

Nine-months ended: Interest expense increased by $27 million to $232 million as compared to $205 million for the nine months ended September 30, 2021. The increase was primarily due to higher average interest rates on variable debt, higher average outstanding borrowings on the revolver, along with overall higher interest rates on our senior secured notes, and an increase of $10 million in financing charges on sales of accounts receivable primarily driven by higher factoring balances and higher average interest rates. The increase was partially offset by the effect of lower average outstanding borrowing on term loans.

Income tax (expense) benefit

Three-months ended: Income tax expense increased by $33 million to $67 million as compared to $34 million in the three months ended September 30, 2021. The increase was primarily due to the effects of pre-tax income that is taxed at rates higher than the U.S. statutory rate and a disproportionate share of pre-tax losses in jurisdictions with valuation allowances for which no tax benefit is recognized.

Nine-months ended: Income tax expense increased by $18 million to $140 million as compared to $122 million in the nine months ended September 30, 2021. The increase was primarily due to the effects of pre-tax income that is taxed at rates higher than the U.S. statutory rate and a disproportionate share of pre-tax losses in jurisdictions with valuation allowances for which no tax benefit is recognized, as well as a $7 million non-cash benefit related to the release of a valuation allowance during the nine months ended September 30, 2022.

Net income (loss)

Three-months ended: Results for the three months ended September 30, 2022 was a net loss of $28 million as compared to net income of $25 million for the three months ended September 30, 2021 primarily due to the aforementioned items.

Nine-months ended: Results for the nine months ended September 30, 2022 was a net loss of $151 million as compared to net income of $129 million for the nine months ended September 30, 2021 primarily due to the aforementioned items.

Earnings (loss) before interest expense, income taxes, noncontrolling interests, and depreciation and amortization (“EBITDA including noncontrolling interests”)

The following table presents the reconciliation from EBITDA including noncontrolling interests to net income (loss) (amounts in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
EBITDA including noncontrolling interests:
Motorparts	$	73	$	111	$	229	$	280
Performance Solutions	41		42		67		117
Clean Air	131		138		338		430
Powertrain	90		71		198		280
Corporate	(66)		(90)		(182)		(204)
Depreciation and amortization	(140)		(147)		(429)		(447)
Earnings (loss) before interest expense, income taxes, and noncontrolling interests	129		125		221		456
Interest expense	(90)		(66)		(232)		(205)
Income tax (expense) benefit	(67)		(34)		(140)		(122)
Net income (loss)	$	(28)	$	25	$	(151)	$	129

See “Segment Results of Operations” for further information on EBITDA including noncontrolling interests.

Segment Results of Operations

Overview of Net Sales and Operating Revenues

Our Clean Air segment has substrate sales. Substrates are porous ceramic filters coated with a catalyst - typically, precious metals such as platinum, palladium and rhodium. We do not manufacture substrates, as they are supplied to us by Tier 2 suppliers generally as directed by our OE customers. We generally earn a small margin on these components of the system. These substrate components have been increasing as a percentage of our revenue as the need for more sophisticated emission control solutions increases to meet more stringent environmental regulations, and as we capture more diesel aftertreatment business. While these substrates dilute our gross margin percentage, they are a necessary component of an emission control system.

We disclose substrate sales amounts because we believe investors utilize this information to understand the effect of this portion of our revenues on our overall business and because it removes the effect of potentially volatile precious metals pricing from our revenues. While our OE customers generally assume the risk of precious metals pricing volatility, it affects our reported revenues.

The table below reflects our segment revenues for the three months ended September 30, 2022 and 2021 (amounts in millions):


	Segment Revenue
					Clean Air
	Motorparts		Performance Solutions		Value-add Revenues		Substrate Sales		Total		Powertrain		Total
Three months ended September 30, 2021	$	769	$	686	$	897	$	1,039	$	1,936	$	941	$	4,332

Drivers in the change of organic revenues:
Volume and mix	(68)		170		146		318		464		91		657
Currency exchange rates	(34)		(54)		(55)		(62)		(117)		(71)		(276)
Others	56		47		52		—		52		63		218
Three months ended September 30, 2022	$	723	$	849	$	1,040	$	1,295	$	2,335	$	1,024	$	4,931

The table below reflects our segment revenues for the nine months ended September 30, 2022 and 2021 (amounts in millions):


	Segment Revenue
					Clean Air
	Motorparts		Performance Solutions		Value-add Revenues		Substrate Sales		Total		Powertrain		Total
Nine months ended September 30, 2021	$	2,282	$	2,188	$	2,876	$	3,208	$	6,084	$	3,092	$	13,646

Drivers in the change of organic revenues:
Volume and mix	(222)		238		124		428		552		1		569
Currency exchange rates	(73)		(122)		(119)		(119)		(238)		(174)		(607)
Others	187		129		177		—		177		144		637
Nine months ended September 30, 2022	$	2,174	$	2,433	$	3,058	$	3,517	$	6,575	$	3,063	$	14,245

Segment Revenue

Motorparts

Three-months ended: Motorparts revenue decreased $46 million, or 6%, as compared to the three months ended September 30, 2021. Lower sales volume contributed $68 million to the decrease. In addition, foreign currency exchange had a $34 million unfavorable effect on Motorparts revenue, while other favorable effects, which includes recoveries of commodity price increases, increased revenue by $56 million.

Nine-months ended: Motorparts revenue decreased $108 million, or 5%, as compared to the nine months ended September 30, 2021. Lower sales volume contributed $222 million to the decrease. In addition, foreign currency exchange had a $73 million unfavorable effect on Motorparts revenue, while other favorable effects, which includes recoveries of commodity price increases, increased revenue by $187 million.

Performance Solutions

Three-months ended: Performance Solutions revenue increased $163 million, or 24%, as compared to the three months ended September 30, 2021. Higher sales volume contributed $170 million to the increase. In addition, other favorable effects, which includes recoveries of commodity price increases, increased revenue by $47 million, while foreign currency exchange had a $54 million unfavorable effect on Performance Solutions revenue.

Nine-months ended: Performance Solutions revenue increased $245 million, or 11%, as compared to the nine months ended September 30, 2021. Higher sales volume contributed $238 million to the increase. In addition, other favorable effects, which includes recoveries of commodity price increases, increased revenue by $129 million, while foreign currency exchange had a $122 million unfavorable effect on Performance Solutions revenue.

Clean Air

Three-months ended: Clean Air revenue increased $399 million, or 21%, as compared to the three months ended September 30, 2021. The increase was primarily due to the increase in value-add revenue of $143 million and the increase in substrate sales of $256 million. Overall for the Clean Air segment, the main driver of the value-add revenue increase was higher sales volume of $146 million, while other favorable effects, which includes recoveries of commodity price increases, increased value-add revenue by $52 million. These favorable effects were partially offset by the unfavorable foreign currency exchange effect on Clean Air value-add revenue of $55 million.

Nine-months ended: Clean Air revenue increased $491 million, or 8%, as compared to the nine months ended September 30, 2021. The increase was primarily due to the increase in value-add revenue of $182 million and the increase in substrate sales of $309 million. Overall for the Clean Air segment, the main driver of the value-add revenue increase was the net other favorable effects of $177 million, which includes recoveries of commodity price increases, and higher sales volume of $124 million. These favorable effects were partially offset by the unfavorable effect of foreign currency exchange of $119 million on Clean Air value-add revenue when compared to the prior year.

Powertrain

Three-months ended: Powertrain revenue increased $83 million, or 9%, as compared to the three months ended September 30, 2021. Higher sales volume contributed $91 million to the increase. In addition, other favorable effects, which includes recoveries of commodity price increases, increased revenue by $63 million, while foreign currency exchange had a $71 million unfavorable effect on Powertrain revenue.

Nine-months ended: Powertrain revenue decreased $29 million, or 1%, as compared to the nine months ended September 30, 2021. Foreign currency exchange had a $174 million unfavorable effect on Powertrain revenue, while other favorable effects, which includes recoveries of commodity price increases, increased revenue by $144 million.

EBITDA including noncontrolling interests

The following table presents the EBITDA including noncontrolling interests by segment (amounts in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,		Nine Months Ended September 30,
	2022		2021		2022		2021		2022 vs 2021 Change		2022 vs 2021 Change
Motorparts	$	73	$	111	$	229	$	280	$	(38)	$	(51)
Performance Solutions	$	41	$	42	$	67	$	117	$	(1)	$	(50)
Clean Air	$	131	$	138	$	338	$	430	$	(7)	$	(92)
Powertrain	$	90	$	71	$	198	$	280	$	19	$	(82)

Motorparts

Three-months ended: Motorparts EBITDA including noncontrolling interests decreased $38 million as compared to the three months ended September 30, 2021. The decrease is primarily attributable to the effects of unfavorable sales volume and mix, unfavorable operating performance, and the net unfavorable effects of foreign currency exchange, partially offset by lower SG&A costs, during the three months ended September 30, 2022 as compared to the three months ended September 30, 2021.

Nine-months ended: Motorparts EBITDA including noncontrolling interests decreased $51 million as compared to the nine months ended September 30, 2021. The decrease is primarily attributable to unfavorable sales volume and mix, as well as unfavorable operating performance and the net unfavorable effects of foreign currency exchange, partially offset by favorable materials sourcing (net of recoveries) during the nine months ended September 30, 2022 as compared to prior year and a decrease in non-cash charge of $40 million that Motorparts segment recognized related to the write-down of inventory in connection with its initiative to rationalize its supply chain and distribution network.

Performance Solutions

Three-months ended: Performance Solutions EBITDA including noncontrolling interests decreased $1 million as compared to the three months ended September 30, 2021. The decrease is primarily attributable to unfavorable operating performance, higher SG&A costs and the increase in restructuring related costs of $6 million, partially offset by the effects of favorable sales volume and mix during the three months ended September 30, 2022 as compared to the three months ended September 30, 2021.

Nine-months ended: Performance Solutions EBITDA including noncontrolling interests decreased $50 million as compared to the nine months ended September 30, 2021. The decrease is primarily attributable to unfavorable operating performance, unfavorable materials sourcing (from supply chain challenges and commodity inflation, net of recoveries), higher SG&A costs, net unfavorable effects of foreign currency exchange, and the increase in restructuring related costs of $14 million, partially offset by the effects of favorable sales volume and mix during the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

Clean Air

Three-months ended: Clean Air EBITDA including noncontrolling interests decreased $7 million as compared to the three months ended September 30, 2021. The decrease is primarily attributable to unfavorable operating performance and the net unfavorable effects of foreign currency exchange, partially offset by favorable sales volume and favorable materials sourcing (net of recoveries), during the three months ended September 30, 2022 as compared to the three months ended September 30, 2021.

Nine-months ended: Clean Air EBITDA including noncontrolling interests decreased $92 million as compared to the nine months ended September 30, 2021. The decrease is primarily attributable to unfavorable operating performance and the net unfavorable effects of foreign currency exchange, partially offset by favorable sales volume during the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

Powertrain

Three-months ended: Powertrain EBITDA including noncontrolling interests increased $19 million as compared to the three months ended September 30, 2021. The increase is primarily attributable to favorable sales volume and favorable materials sourcing (net of recoveries), partially offset by the effects of unfavorable operating performance during the three months ended September 30, 2022 as compared to the three months ended September 30, 2021.

Nine-months ended: Powertrain EBITDA including noncontrolling interests decreased $82 million as compared to the nine months ended September 30, 2021. The decrease is primarily attributable to unfavorable sales volume and mix, unfavorable operating performance, and decrease in equity in earnings of nonconsolidated affiliates during the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

The EBITDA including noncontrolling interests results shown in the preceding table include the following items, certain of which may have an effect on the comparability of EBITDA including noncontrolling interests results between periods (amounts in millions):


	Reportable Segments
	Motorparts		Performance Solutions		Clean Air		Powertrain		Total		Corporate		Total
Three Months Ended September 30, 2022
Restructuring charges, net	$	1	$	(1)	$	2	$	2	$	4	$	(1)	$	3
Restructuring related costs	—		6		—		—		6		1		7



Other costs (including strategic and transaction related)	—		—		—		—		—		17		17
Loss on sale of unconsolidated affiliate	—		2		—		—		2		—		2

Anti-dumping duty charge	1		—		—		—		1		—		1
Other	1		1		—		—		2		—		2
Total adjustments	$	3	$	8	$	2	$	2	$	15	$	17	$	32


	Reportable Segments
	Motorparts		Performance Solutions		Clean Air		Powertrain		Total		Corporate		Total
Three Months Ended September 30, 2021
Restructuring charges, net	$	(1)	$	(5)	$	(2)	$	2	$	(6)	$	1	$	(5)
Restructuring related costs	1		—		1		1		3		2		5


Other non-restructuring asset impairments	1		—		—		—		1		—		1

Other costs (including strategic and transaction related)	—		—		—		—		—		2		2
Loss on sale of unconsolidated affiliate	—		1		—		—		1		—		1


Anti-dumping duty charge	3		—		—		—		3		—		3

Total adjustments	$	4	$	(4)	$	(1)	$	3	$	2	$	5	$	7


	Reportable Segments
	Motorparts		Performance Solutions		Clean Air		Powertrain		Total		Corporate		Total
Nine Months Ended September 30, 2022
Restructuring charges, net	$	5	$	4	$	10	$	20	$	39	$	2	$	41
Restructuring related costs	—		15		—		3		18		5		23
Loss on sale of business	—		—		2		—		2		—		2

Other non-restructuring asset impairments	2		—		—		2		4		—		4
Inventory write-down(1)	4		—		—		—		4		—		4
Other costs (including strategic and transaction related)	—		—		—		—		—		33		33
Loss on sale of unconsolidated affiliate	—		5		—		—		5		—		5
Anti-dumping duty charge	1		—		—		—		1		—		1
Other	—		3		—		—		3		—		3

Total adjustments	$	12	$	27	$	12	$	25	$	76	$	40	$	116

(1) Non-cash charge to write-down inventory in the Motorparts segment in connection with its initiative to rationalize its supply chain and distribution network.


	Reportable Segments
	Motorparts		Performance Solutions		Clean Air		Powertrain		Total		Corporate		Total
Nine Months Ended September 30, 2021
Restructuring charges, net	$	6	$	7	$	9	$	20	$	42	$	2	$	44
Restructuring related costs	2		1		1		2		6		9		15
Asset impairments restructuring related	1		—		—		—		1		—		1
Other non-restructuring asset impairments	1		—		—		—		1		2		3
Loss on sale of business	1		—		—		—		1		—		1

Anti-dumping duty charge	3		—		—		—		3		—		3
Inventory write-down(1)	44		—		—		—		44		—		44
Other costs (including strategic and transaction related)	—		—		—		—		—		15		15
Loss on sale of unconsolidated affiliate	—		2		—		—		2		—		2

Gain on extinguishment of debt	—		—		—		—		—		(8)		(8)



Total adjustments	$	58	$	10	$	10	$	22	$	100	$	20	$	120

(1) Non-cash charge to write-down inventory in the Motorparts segment in connection with its initiative to rationalize its supply chain and distribution network.

Liquidity and Capital Resources

Liquidity and Financing Arrangements

At September 30, 2022, we are in compliance with all our financial covenants under our credit agreement. In connection with the Merger, we announced the satisfaction or waiver of all regulatory closing conditions on October 28, 2022, which is described in more detail in Note 1, “Description of Business”. In anticipation of closing the Merger, we chose not to amend and extend our credit facility (which matures September 30, 2023), as the expected proceeds from the financing to consummate the Merger will satisfy these obligations prior to becoming due under the credit facility.

Notwithstanding the aforementioned, there can be no assurance that the Merger will be consummated on the contemplated timeline or at all. In the event the Merger is not consummated, we intend to amend and extend our credit agreement. If we are unable to agree to amend and extend our credit agreement with our lenders before maturity of the debt, which occurs within twelve months of the issuance date of these condensed consolidated financial statements, we will not be able to repay the entirety of the outstanding debt. We have a history of successfully amending our credit agreements, as recently as May 5, 2020, when it was last amended to increase the maximum leverage ratio and decrease the minimum interest coverage ratio after considering the effects of COVID-19. We also have a history of positive operating cash flows, as was the case in each of the last three annual reporting periods.

Except as described above, we believe cash flows from operations, combined with our cash on hand and committed and undrawn capacity under our $1.5 billion revolving credit facility, will be sufficient to meet our capital requirements, including debt amortization, capital expenditures, pension contributions, and other operational requirements, until the consummation of the Merger or the amendment and extension of our credit agreement. We believe we will maintain compliance with our financial ratios set forth in our amended credit agreement. However, our ability to meet the financial covenants depends upon a number of operational and economic factors, many of which are beyond our control. In the event we are unable to meet these financial covenants, we would consider several options to meet our cash flow needs. Such actions include additional restructuring initiatives and other cost reductions, sales of assets, reductions to working capital and capital spending, issuance of equity, and other alternatives to enhance our financial and operating position.

For the reasons discussed above under “Recent Trends and Market Conditions - General economic conditions”, there continues to be many uncertainties that remain related to the COVID-19 global pandemic (including the implementation of government lockdowns in China), the semiconductor shortage, the Russia and Ukraine conflict, other supply chain challenges, and the effects of inflation, commodity cost increases and rising interest rates that could negatively affect our liquidity and cash flows.

Credit Facilities

We have a senior credit facility under the credit agreement dated October 1, 2018 (as amended, restated, supplemented or otherwise modified, the “New Credit Facility”) that provides $4.9 billion of total debt financing, consisting of a five-year $1.5 billion revolving credit facility, a five-year $1.7 billion term loan A facility (“Term Loan A”) and a seven-year $1.7 billion term loan B facility (“Term Loan B”).

At September 30, 2022, we had $39 million outstanding borrowings on our revolving credit facility and cash of $423 million. We have access to a $1.5 billion revolving credit facility which can be drawn on in the form of letters of credit or borrowings.

During the fourth quarter of 2021, we issued a $42 million letter of credit under our revolving credit facility and such letter of credit is included in the $69 million of total outstanding letters of credit at September 30, 2022, which reduces the available borrowings under our revolving credit facility. The letter of credit supports a 1.7 billion Mexican peso (approximately $84 million using exchange rates at September 30, 2022) surety bond issued to the Mexican tax authority. The surety bond is required in order for us to enter into the judicial process to appeal a tax assessment and covers the amount of the assessment plus interest. We do not believe it is probable we will have to pay the assessment or related interest. We also received a second assessment during the fourth quarter of 2021 from the Mexican tax authority of 0.6 billion Mexican peso (approximately $29 million using the exchange rate at September 30, 2022) for a separate matter, which has not required the issuance of a surety bond at this time. We do not believe it is probable we will have to pay this second assessment or related interest.

Credit Facility

New Credit Facility — Interest Rates

At September 30, 2022, the interest rate on borrowings under the revolving credit facility and the Term Loan A facility was LIBOR plus 2.00% and will remain at LIBOR plus 2.00% for each relevant period for which our consolidated net leverage ratio (as defined in the New Credit Facility) is less than 4.50 to 1 and greater than or equal to 3.00 to 1. The interest rate on borrowings under the revolving credit facility and the Term Loan A facility are subject to step downs in accordance with the credit agreement.

The New Credit Facility prescribes for an alternative method of determining interest rates in the event LIBOR is not available.

New Credit Facility — Other Terms and Conditions

The third amendment dated May 5, 2020 (“Third Amendment”) of our New Credit Facility provided relief from the financial maintenance covenants for the revolving credit facility and Term Loan A facility subject to the non-occurrence of certain covenant reset triggers as more fully described in our 2021 Form 10-K. There has been no covenant reset trigger, or covenant reset certificate delivered. Accordingly, the financial ratio required at September 30, 2022 under the New Credit Facility was changed to a consolidated net leverage ratio from a senior secured net leverage ratio at December 31, 2021.

The financial ratios required under the New Credit Facility and the actual ratios we calculated as of September 30, 2022 are as follows: consolidated net leverage ratio of 4.10 actual versus 4.25 (maximum required under the Third Amendment); and interest coverage ratio of 4.21 actual versus 2.75 (minimum required under the Third Amendment).

Further information on interest rates, fees, and other terms and conditions of the New Credit Facility is included in our 2021 Form 10-K.

Senior Notes

A summary of our senior unsecured and secured notes at September 30, 2022 are as follows (amounts in millions):


	Principal		Carrying Amount(a)
Senior Unsecured Notes
$225 million of 5.375% Senior Notes due 2024	$	225	$	224
$500 million of 5.000% Senior Notes due 2026	$	500	$	496
Senior Secured Notes
$500 million of 7.875% Senior Secured Notes due 2029	$	500	$	491
$800 million of 5.125% Senior Secured Notes due 2029	$	800	$	789

(a) Carrying amount is net of unamortized debt issuance costs of $25 million at September 30, 2022.

Further information on the terms and conditions of the Senior Unsecured Notes and Senior Secured Notes is included in our 2021 Form 10-K.

At September 30, 2022, we were in compliance with all of our financial covenants under the indentures governing the Senior Unsecured Notes and Senior Secured Notes.

On June 27, 2022, Merger Sub commenced cash tender offers (collectively, the “Tender Offer”) to purchase any and all of our outstanding 5.125% Senior Secured Notes due 2029 (the “5.125% Notes”) and 7.875% Senior Secured Notes due 2029 (the “7.875% Notes” and together with the 5.125% Notes, the “Senior Secured Notes”). In connection with the Tender Offer, Merger Sub also solicited the consents of holders of each series of Senior Secured Notes to certain proposed amendments (the “Proposed Amendments”) to the respective indenture governing such series Senior Secured Notes (collectively, the “Consent Solicitation”). The purpose of the Consent Solicitation and the Proposed Amendments is to eliminate the requirement to make a “change of control offer” for the Senior Secured Notes in connection with the Merger and make certain other customary changes for a privately-held company to the “change of control” provisions in the indentures governing the Senior Secured Notes. The Proposed Amendments require the consent of a majority of each series of Senior Secured Notes to amend the respective indenture.

On July 13, 2022, Merger Sub announced that it had received tenders and the requisite consents from holders of each series of Senior Secured Notes. Having received the requisite consents from the holders of each series of Senior Secured Notes to the Proposed Amendments to the indenture governing such series of Senior Secured Notes, we, our subsidiary guarantors party thereto, and the trustee entered into a supplemental indenture to each indenture governing the Senior Secured Notes to effect the Proposed Amendments. Each supplemental indenture provides that the Proposed Amendments will not become operative unless and until the 5.125% Notes or the 7.875% Notes, as applicable, representing at least a majority in aggregate principal amount of the respective Senior Secured Notes are accepted for purchase by Merger Sub pursuant to the terms of the Tender Offer and Consent Solicitation, which we expect will be shortly prior to the consummation of the Merger. As of the date of this report, according to information provided by Global Bondholder Services Corporation, the information and tender agent for the Tender Offer, Merger Sub has received tenders and consents from holders of more than 99% of the total outstanding principal amount of the 5.125% Notes, and tenders and consents from holders of more than 98% of the total outstanding principal amount of the 7.875% Notes. Consummation of the Tender Offer and payment for the Senior Secured Notes validly tendered pursuant to the Tender Offer are subject to the satisfaction or waiver by Merger Sub of certain conditions, including, but not limited to, the consummation of the Merger and a financing condition. Merger Sub has extended, and has announced publicly that it intends to further extend, the expiration date for the Tender Offer so that the settlement date for the Tender Offer will coincide with the closing of the Merger, which it expects to occur in the fourth quarter of 2022.

On September 7, 2022, we issued a notice of our intention to redeem, and on October 6, 2022 we rescinded that notice and issued a new notice of our intention to redeem, all of our outstanding 5.375% Senior Notes due 2024 (the “2024 Unsecured Notes”) and all of our outstanding 5.000% Senior Notes due 2026 (the “2026 Unsecured Notes” and, together with the 2024 Unsecured Notes, the “Senior Unsecured Notes”) on November 7, 2022 (such date, as it may be extended, the “redemption date”), subject to the satisfaction of certain conditions. The redemption price for the 2024 Unsecured Notes will be equal to 100.896% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date. The redemption price for the 2026 Unsecured Notes will be equal to 101.667% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date. Our obligation to redeem the Senior Unsecured Notes and pay the applicable redemption price on the redemption date is conditioned on the consummation of the Merger and a financing condition, and the redemption date may be delayed until each of the Merger condition and the financing condition has been satisfied or waived by us. If either the Merger condition or the financing condition is not satisfied or waived, we may elect to rescind the notice of redemption and terminate the redemption for the Senior Unsecured Notes.

On March 3, 2021, we provided notice of our intention to redeem all of our outstanding 5.000% euro denominated senior secured notes due July 15, 2024 and all of our outstanding floating rate euro denominated senior secured notes due April 15, 2024 (collectively the “Euro Secured Notes”). On March 17, 2021, using the net proceeds from the offering of 5.125% Notes, together with cash on hand, we satisfied and discharged each of the indentures governing the Euro Secured Notes in accordance with their terms. As a result, we recorded a gain on extinguishment of debt of $8 million for the nine months ended September 30, 2021.

Factoring Arrangements

In our factoring programs, accounts receivables are transferred in their entirety to the acquiring entities and are accounted for as a sale. The fair value of assets received as proceeds in exchange for the transfer of accounts receivable under these factoring programs approximates the fair value of such receivables. Some of these programs have deferred purchase price arrangements with the banks.

We are the servicer of the receivables under some of these arrangements and are responsible for performing all accounts receivable administration functions. Where we receive a fee to service and monitor these transferred accounts receivables, such fees are sufficient to offset the costs and as such, a servicing asset or liability is not recorded as a result of such activities.

At September 30, 2022 and December 31, 2021, the amount of accounts receivable outstanding and derecognized for factoring arrangements was $1.1 billion and $1.0 billion, of which $0.5 billion and $0.5 billion relate to accounts receivable where we have continuing involvement. In addition, the deferred purchase price receivable was $53 million and $51 million at September 30, 2022 and December 31, 2021.

For the three months ended September 30, 2022 and 2021, proceeds from the factoring of accounts receivable qualifying as sales were $1.4 billion and $1.2 billion, of which $0.9 billion and $0.8 billion were received on accounts receivable where we have continuing involvement. For the nine months ended September 30, 2022 and 2021, proceeds from the factoring of accounts receivable qualifying as sales were $4.5 billion and $3.8 billion, of which $3.3 billion and $2.9 billion were received on accounts receivable where we have continuing involvement.

For the three months ended September 30, 2022 and 2021, our financing charges associated with the factoring of receivables were $10 million and $5 million. For the nine months ended September 30, 2022 and 2021, our financing charges associated with the factoring of receivables were $24 million and $14 million. These financing charges are included in “Interest expense” in the condensed consolidated statements of income (loss).

If we were not able to factor receivables under these programs, our borrowings under our revolving credit agreement might increase. These programs provide us with access to cash at costs that are generally favorable to alternative sources of financing and allow us to reduce borrowings under our revolving credit agreement.

Cash Flows

Operating Activities

Operating activities were as follows (amounts in millions):


	Nine Months Ended September 30,
	2022		2021
Operational cash flow before changes in operating assets and liabilities	$	303	$	582
Changes in operating assets and liabilities:
Receivables	(920)		(451)
Inventories	(237)		(194)
Payables and accrued expenses	551		11
Accrued interest and accrued income taxes	(1)		24
Other assets and liabilities	91		3
Total change in operating assets and liabilities	(516)		(607)
Net cash (used) provided by operating activities	$	(213)	$	(25)

Net cash used by operating activities for the nine months ended September 30, 2022 was $213 million, an increase of $188 million as compared to the net cash used by operating activities of $25 million for the nine months ended September 30, 2021. The unfavorable operating cash flow activity was primarily due to the decrease in net cash provided by operating activities before operating assets and liabilities of $279 million, partially offset by the favorable changes in net cash used by operating activities of $91 million attributable to changes in operating assets and liabilities.

Investing Activities

Investing activities were as follows (amounts in millions):


	Nine Months Ended September 30,
	2022		2021
Proceeds from sale of assets	$	13	$	39

Net proceeds from sale of business	3		1
Proceeds from sale of investment in nonconsolidated affiliates	5		6
Cash payments for property, plant and equipment	(253)		(286)

Proceeds from deferred purchase price of factored receivables	310		356
Other	(1)		—
Net cash (used) provided by investing activities	$	77	$	116

Net cash provided by investing activities for the nine months ended September 30, 2022 was $77 million, as compared to net cash provided by investing activities of $116 million for the nine months ended September 30, 2021, primarily due to a decrease in proceeds from deferred purchase price of factored receivables of $46 million. Cash payments for property, plant and equipment were $253 million for the nine months ended September 30, 2022 as compared to $286 million for the nine months ended September 30, 2021.

Financing Activities

Financing activities were as follows (amounts in millions):


	Nine Months Ended September 30,
	2022		2021
Proceeds from term loans and notes	$	57	$	836
Repayments and extinguishment costs of term loans and notes	(177)		(1,011)
Borrowings on revolving lines of credit	6,221		4,772
Payments on revolving lines of credit	(6,160)		(4,774)
Debt issuance costs of long-term debt	—		(13)


Distributions to noncontrolling interest partners	(44)		(12)
Payment for redeemable noncontrolling interest redemption	(53)		—


Collections (payments) on securitization programs, net and other	(36)		(78)
Net cash (used) provided by financing activities	$	(192)	$	(280)

Net cash flow used by financing activities was $192 million for the nine months ended September 30, 2022. This included net repayments on term loans and notes of $120 million, net borrowings on revolving lines of credit of $61 million, distributions to noncontrolling interest partners of $44 million, and net repayments on other financing arrangements of $36 million.

At December 31, 2021, we held a redeemable noncontrolling interest which became redeemable during the six months ended June 30, 2022 following the third anniversary of the Öhlins acquisition on January 10, 2019. This redeemable noncontrolling interest represented a 9.5% ownership interest in Öhlins Intressenter AB (the “KÖ Interest”) retained by K Öhlin Holding AB (“Köhlin”). During the second quarter of 2022, we received a notice from Köhlin of its intention to redeem all of the KÖ Interest. It was redeemed for $53 million and paid in June 2022.

Net cash flow used by financing activities was $280 million for the nine months ended September 30, 2021. This included net repayments and extinguishment costs on term loans and notes of $175 million, net repayments on revolving lines of credit of $2 million, distributions to noncontrolling interest partners of $12 million, and net repayments on other financing arrangements of $78 million.

Dividends on Common Stock

We did not pay dividends during the three and nine months ended September 30, 2022 and 2021, due to the suspension of the dividend program in the second quarter of 2019.

Supplemental Guarantor Financial Information

Basis of Presentation

Substantially all of the Company’s existing and future material domestic 100% owned subsidiaries (which are referred to as the “Guarantor Subsidiaries”) fully and unconditionally guarantee its senior notes on a joint and several basis. However, a subsidiary’s guarantee may be released in certain customary circumstances such as a sale of the subsidiary or all or substantially all of its assets in accordance with the indenture applicable to the senior notes. The Guarantor Subsidiaries are combined in the presentation below.

Summarized Financial Information

The following tables present summarized financial information for the Parent and the Guarantors on a combined basis after the elimination of (a) intercompany transactions and balances among the Parent and the Guarantors and (b) the equity in earnings from and investments in any subsidiary that is a Nonguarantor (amounts in millions):

Income Statements


	Nine Months Ended September 30, 2022		Year Ended December 31, 2021
Net sales and operating revenues	$	6,036	$	7,108
Operating expenses	$	6,224	$	7,234
Net income (loss)	$	(305)	$	(585)
Net income (loss) attributable to Tenneco Inc.	$	(305)	$	(585)

Balance Sheets


	September 30, 2022		December 31, 2021
ASSETS
Current assets	$	199	$	480
Non-current assets	$	1,735	$	1,853

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	3,034	$	1,432
Non-current liabilities	$	3,975	$	5,441
Intercompany due to (due from)	$	459	$	624

Environmental Matters, Legal Proceedings and Product Warranties

Note 11, “Commitments and Contingencies” in our condensed consolidated financial statements located in Part I, Item 1 of this Form 10-Q is incorporated herein by reference.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain global market risks, including foreign currency exchange rate risk, commodity price risk, interest rate risk associated with our debt, and equity price risk associated with our share-based compensation awards.

Foreign Currency Exchange Rate Risk

We manufacture and sell our products globally. As a result, our financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we manufacture and sell our products. We generally try to use natural hedges within our foreign currency activities to minimize foreign currency risk. Where natural hedges are not in place, we consider managing certain aspects of our foreign currency activities and larger transactions through the use of foreign currency options or forward contracts.

Foreign Currency Forward Contracts

We enter into foreign currency forward purchase and sale contracts to mitigate our exposure to changes in exchange rates on certain intercompany and third-party trade receivables and payables and intercompany loans. The fair value of these derivative instruments is not considered material to the condensed consolidated financial statements.

The following table summarizes by position the notional amounts for foreign currency forward contracts at September 30, 2022, all of which mature in the next twelve months (amounts in millions):


	Notional Amount
Long positions	$	323
Short positions	$	(340)

Commodity Price Risk

Our production processes are dependent upon the supply of certain raw materials that are exposed to price fluctuations on the open market. Commodity rate price forward contracts are executed to offset a portion of our exposure to the potential change in prices for raw materials. We monitor our commodity price risk exposures regularly to maximize the overall effectiveness of our commodity forward contracts. The fair value of our commodity price forward contracts is not considered material to the condensed consolidated financial statements.

Interest Rate Risk

Our financial instruments that are sensitive to market risk for changes in interest rates are primarily our debt securities. We use our revolving credit facility to finance our short-term and long-term capital requirements. We pay a current market rate of interest on these borrowings. Our long-term capital requirements have been financed with long-term debt with original maturity dates ranging from five to ten years. At September 30, 2022, we had $2.0 billion par value of fixed rate debt and $2.9 billion par value of floating rate debt. In addition, borrowings on our revolving credit facility of $39 million are subject to variable rates. Of the fixed rate debt, $225 million is fixed through 2024, $500 million is fixed through 2026, and $1.3 billion is fixed through 2029. For more detailed explanations on our debt structure and New Credit Facility, refer to “Liquidity and Capital Resources” earlier in Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 8, “Debt and Other Financing Arrangements” in our condensed consolidated financial statements located in Part I, Item 1 of this Form 10-Q.

We estimate the fair value of our long-term debt at September 30, 2022 was approximately 100% of its book value. A one percentage point increase or decrease in interest rates related to our variable interest rate debt would increase or decrease the annual interest expense we recognize in the condensed consolidated statements of income (loss) and the cash we pay for interest expense by approximately $29 million.

Equity Price Risk

We have certain employee compensation arrangements, including cash-settled share-based units granted under our long-term incentive plan, that are valued based on Tenneco Inc. share price. The share equivalents outstanding related to cash-settled share-based awards are as follows:


	September 30, 2022	December 31, 2021
Restricted Stock Units (RSUs)	1,188,372	1,451,422
Performance Share Units (PSUs)	4,376,689	2,951,316
	5,565,061	4,402,738

At September 30, 2022, a change in the Tenneco Inc. share price of 10% would cause a change to the compensation liability of approximately $5 million, and would change the cash payout of all share equivalents, once fully vested at 100%, by $10 million.

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the quarter covered by this report.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2022 to ensure information required to be disclosed by our Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

During the quarter ended September 30, 2022, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

Note 11, “Commitments and Contingencies”, in our condensed consolidated financial statements located in Part I, Item 1 of this Form 10-Q is incorporated herein by reference.

ITEM 1A.RISK FACTORS

We are exposed to certain risks and uncertainties that could have a material adverse effect on our business, financial condition and operating results. Except as set forth below, there have been no material changes to the Risk Factors described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The risks described herein or in our Annual Report on Form 10-K are not the only risks facing us. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor to assess the effect such risk factors might have on our business, financial condition and operating results, or the extent to which any such risk factor or combination of risk factors may affect our business, financial condition and operating results.

The proposed Merger is subject to the satisfaction of certain closing conditions, some or all of which may not be satisfied or completed within the expected timeframe, if at all.

Completion of the Merger is subject to a number of closing conditions. All conditions to closing under the Merger Agreement with respect to antitrust and/or foreign direct investment laws have been satisfied or waived in accordance with the terms and conditions of the Merger Agreement at this time, but we can provide no assurance that all closing conditions will be satisfied (or waived, if applicable). Even if all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the timing of the completion of the Merger. Any adverse consequence of the pending Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

Each party’s obligation to consummate the Merger is also subject to the accuracy of the representations and warranties of the other party (subject to customary materiality qualifications) and compliance in all material respects with the covenants and agreements contained in the Merger Agreement as of the closing of the Merger, including, with respect to us, covenants to conduct our business in the ordinary course and to not engage in certain kinds of material transactions prior to closing. As a result, we cannot assure you that the Merger will be completed or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or within the expected time frame.

The conflict between Russia and Ukraine may adversely affect our business, financial condition, and results of operations.

In late February 2022, Russia launched a military attack on Ukraine. In response, the United States, the European Union and the United Kingdom, among other countries, have imposed a wave of sanctions against certain Russian institutions, companies and citizens. We have suspended any imports into Russia, including to our own subsidiaries in Russia, and have suspended any exports out of Russia. Although we do not have significant operations in Russia or Ukraine compared to our global operations, our operations in these regions have been disrupted due to the conflict and the potentially destabilizing effects of the Russia and Ukraine conflict, or potential for a larger conflict, could have other effects on our business.

In addition, economic and geopolitical instability and increased trade barriers as a result of the Russia and Ukraine conflict and related sanctions could have a material adverse effect on our operating results, financial condition, and cash flows as a result of potential impacts on our business, the supply chain, suppliers, customers and potential consumer demand for our products. Because Russia and Ukraine are both major global suppliers of internationally traded steelmaking raw materials, the conflict may increase prices for steel, the primary raw material we use in our products, or other materials and commodities, including reduced availability and increased costs for energy. Further escalation of geopolitical tensions related to military conflict could result in loss of property, expropriation, supply disruptions, loss of trademark rights, plant closures and an inability to obtain key supplies and materials, as well as adversely affect our business and our supply chain, our international subsidiaries and joint ventures, business partners or customers in the broader region. It is not possible to predict the broader consequences of this conflict, which could include further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, the availability and cost of raw materials, supplies, freight and labor, currency exchange rates and financial markets, all of which could impact our business, financial condition and results of operations.

In addition, the risk of cybersecurity incidents has increased in connection with the conflict between Russia and Ukraine. It is possible that cyberattacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations. The proliferation of malware from the conflict into systems unrelated to the conflict, or cyberattacks against U.S. companies in retaliation for U.S. sanctions against Russia or U.S. support of Ukraine, could also adversely affect our business, financial condition, and results of operations.

There is also no guarantee that the current Russia and Ukraine conflict will not draw military or other intervention from additional countries, which could lead to a much larger conflict and/or additional sanctions imposed by the U.S. government and other governments that restrict business with specific persons, organizations or countries or with respect to certain products or services. If such escalation should occur or such sanctions are imposed, supply chain, trade routes and markets currently served by us could be adversely affected, which, in turn, could materially adversely affect our business, financial condition, and results of operations.

In addition, the Russia and Ukraine conflict could heighten many of our known risks described in Part I, Item 1A. “Risk Factors” in the Form 10-K.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) None.

(b) Not applicable.

(c) Purchase of equity securities by the issuer and affiliated purchasers. The following table provides information relating to our purchase of shares of our common stock in the third quarter of 2022. These purchases reflect shares withheld upon vesting of certain restricted stock and restricted stock units for tax withholding obligations. We generally intend to continue to satisfy tax withholding obligations in connection with the vesting of share-settled compensation through the withholding of shares.


Period	Total Number of Shares Purchased (1)	Average Price Paid		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Value of Shares That May Yet be Purchased Under These Plans or Programs (Millions)
July 2022	793	$	19.26	—	$	—
August 2022	55,214	19.11		—	—
September 2022	6,037	18.35		—	—
Total	62,044	$	19.04	—	$	—

(1) Shares withheld upon vesting of share-settled restricted stock units in the third quarter of 2022.

ITEM 6.EXHIBITS

INDEX TO EXHIBITS

QUARTERLY REPORT ON FORM 10-Q

FOR QUARTER ENDED SEPTEMBER 30, 2022


Exhibit Number		Description

4.1	—	First Supplemental Indenture, dated as of July 12, 2022, among Tenneco Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (relating to the 5.125% Senior Secured Notes due 2029) (incorporated herein by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K dated July 13, 2022, File No 1-12387).

4.2	—	First Supplemental Indenture, dated as of July 12, 2022, among Tenneco Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (relating to the 7.875% Senior Secured Notes due 2029) (incorporated herein by reference to Exhibit 4.2 of the registrant’s Current Report on Form 8-K dated July 13, 2022, File No 1-12387).

10.1	—	Tenneco Excess Benefit Plan, as amended and restated effective July 1, 2022. (incorporated herein by reference to Exhibit 10.1 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, File No 1-12387).

*31.1	—	Certification of Brian J. Kesseler under Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2	—	Certification of Matti Masanovich under Section 302 of the Sarbanes-Oxley Act of 2002.

*32.1	—	Certification of Brian J. Kesseler and Matti Masanovich under Section 906 of the Sarbanes-Oxley Act of 2002.

*101.INS	—	Inline XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

*101.SCH	—	Inline XBRL Taxonomy Extension Schema Document.

*101.CAL	—	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

*101.DEF	—	Inline XBRL Taxonomy Extension Definition Linkbase Document.

*101.LAB	—	Inline XBRL Taxonomy Extension Label Linkbase Document.

*101.PRE	—	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104	—	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*			Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Tenneco Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


TENNECO INC.

By:						/s/ MATTI MASANOVICH
						Matti Masanovich
						Executive Vice President and Chief Financial Officer (on behalf of the Registrant)


TENNECO INC.

By:						/s/ JOHN S. PATOUHAS
						John S. Patouhas
						Vice President and Chief Accounting Officer (principal accounting officer)

Dated: October 31, 2022